This is the first part of a proposed Ms.
Marvel / Warbird serial. If you (or I) like it enough, I may
continue it...let me know. Admittedly, a lot of this chapter
is history. But Carol has a LONG history, and this and the
next chapter will nail down who she is and what she has been.
Then we can get into the story proper. Okay, here goes.
Carol Danvers sat on the edge of the boat dock. Her feet
were bare, her white athletic socks stuffed into the Nikes
that sat beside her on the dock, and she wore blue jeans and
a pink checked shirt and sat there, not fishing, not waiting
for a boat loaded with friends of relatives, just sitting
and dangling her toes above the water.
Her mother watched her in the August afternoon.
"Honey," she called from the back porch of the
lake cabin. "You've been out there over an hour. Don'tcha
wanna come back inside and eat or--" Her voice trailed
"No, Mom," said Carol, not turning around.
Marie, her mother, stood in blue patterned housedress and
apron with her hands on her hips. In her day she had been
a beauty to rival even Carol. But that was gone now, and she
understood that, and she had married Joe, who owned a construction
company, and had birthed Carol a long time ago, and, yes,
she understood all that.
What she didn't understand was her daughter.
And perhaps that made two of them, that afternoon.
Marie stepped down the stone steps set into the side of the
short slope that led down to the Danvers' boat dock. Her flat-heeled
shoes clacked on the steps and she was careful to keep her
balance. Carol looked behind her once as she heard Marie's
footsteps on the wood of the pier, then turned back around
and watched the lake again.
There were a few ducks and a couple of boats and once in
a while the occupants of the boats would wave to Carol and
she would give a half-hearted wave back.
Mrs. Danvers stood behind her daughter and wiped her hands
on her apron. "I've been gettin' dinner ready,"
she said. "Stir-fry with noodles. Just the way you like
"Yep, Mom. Just the way I like it."
Marie picked up Carol's shoes in one hand and moved them
over so that she could sit beside her. Carol looked at her
briefly and went back to looking, scratching at her palm,
and dangling her bare feet.
Marie sighed and gripped the edge of the pier with both hands.
"So. You wanna tell me the story of your life, or just
why you're being Miss Melancholy this afternoon?"
"To you, it's melancholy," Carol said, looking
at her hands. "To me, it's a very nice day. Nobody's
hollering at me, nobody's trying to beat me up, nobody's asking
me to save the world." She paused, and favored her mother
with a look. "I like being out here on the dock and not
having anything to do. Don't you like sitting on the dock
"Yeah," said Marie. "Yeah, I used to like
it. In between Joe yelling at me, Marie! Where's supper?'
Or you, yelling, Mom! I need to get some new clothes!'"
Carol grinned, sheepishly. Marie continued, "In between
those times, I used to love sitting out here and looking at
Carol smiled. "I member when you and Dad and I
used to come out here and water-ski. You looked like something
out of a TV commercial. Me, I think I swallowed so much of
the lake I pissed tadpoles."
"Carol!" Marie laughed and playfully whacked her
"Well, it's true! Before I learned how to stand up on
those things, I splashed down so many times I asked you to
get me a pair of underwater skis. Remember?"
"Oh, yeah." Marie took off her own shoes and set
them behind Carol's. "You were so convinced that there
had to be skis you could use underwater, cause that's
where you ended up most of the time. That is, until you got
yourself straightened out and then you learned so well you
were giving lessons at camp a couple of years. Remember?"
"Yep." Carol leaned back, stretching, closing her
eyes. "I do remember camp. I do remember Sara Jackson
sticking Ben-Gay in my makeup one day, and I do remember hunting
the little bitch and her buddies down and beating the snot
out of em all at once. We all ended up on report for
that, but Sara was the one who got to clean up the mess hall
for the next three weeks."
"And, as I recall from that letter you sent home that
week, you said that after you got your punishment it was a
good thing that you could ski standing up."
"Well, wasn't it, Miss Melancholy?"
"Yeah, yeah, Mom, it was." She sighed, smiling.
"Dear old Dad despaired of ever making a lady out of
me, but I think I turned out all right. Heck, he was the one
taught me how to fight."
"And I was the one taught you how to be a lady. I think
both of us did a pretty good job, wouldn't you agree?"
"Yup." Carol pulled her legs back up and rested
her feet on the pier, her knees against her chest. "Outside
of me not knowing how to cook very well, I'd say you guys
did a great job."
"Go long with you. You do just fine, when you
stick to what you know."
"Yeah, but restaurants do finer, so I let them stick
to what they know." Carol hugged her legs. "Mom?"
"I'm glad Dad isn't here today. Sometimes it's easier
just with you."
"I know, honey," said Marie.
"Don't get me wrong. Sometimes it's easier with him,
too. Like when I came home crying after my first really bad
date, and I was yelling about how boys were pig droppings
and I never wanted to see anything remotely resembling a boy
ever again in my whole life, ever ever ever, and in five minutes
he got me turned around again and I was ready to give it another
try." Carol lay back against the wood of the pier and
looked up at the sky. "And I tried it again and again
"Till you got it right?"
"I got it right a lot of times, Mom," said Carol,
still looking up. "A lot of times."
And I'd just as soon not know the details, thought
Marie. Not until one of them comes up here with you, and
you both have rings on.
Marie said, "I'm going to have to put the chicken on
to fry, honey, if we're going to eat in time. Wanna help?"
"In a minute," Carol said, resting her head with
her arms between it and the dock. "Mom?"
"You said you wanted to know the story of my life. Which
life do you want to know?"
The story of Carol Susan Jane Danvers made for an interesting
enough entry in Who's Who as it was. But there was a lot that
wasn't in the public record. A lot that you only knew about
if you were a CIA operative, or an Avenger, or an X-Man, or
a Starjammer, or the ones who fought those various groups.
Because Carol Danvers had been a part of each of those organizations,
with a different name for every one. And different sorts of
uniforms, to be sure.
Sometimes, even different super-powers.
It had all begun in Boston with her birth over 30 years ago
to Joe Danvers, who owned the Danvers Construction Company
and built skyscrapers, and Joe's wife Marie, a good hausfrau
and mother. Carol wasn't the first nor the last of their brood,
and there was money enough to send all the kids to college,
But Joe Danvers had an ironclad rule for his kids: the boys
were going to do their hitch in the military, then go to college,
and the girls were damned well going to learn from their mother
how to be good wives and mommies and even cheerleaders, if
it'd help them hook a man who'd provide for them and keep
them straight in life.
And not even Carol, his favorite, could convince him to spend
the money on a college education. Her grades were good enough.
Her test scores were high enough to have some schools sending
her brochures asking them to consider spending four years
worth of time and tuition money with them, and even offering
some incentives in the way of scholarships.
Joe wouldn't have it. Sure, he'd taught Carol to fight. He'd
taught all his kids to fight. That didn't mean she wasn't
supposed to be a lady, and a lady's place was in the home,
not acting like some harlot on a movie screen or in Vogue
or being some spinster career girl. She was going to get married,
and that was that. No sense in spending tuition money when
she could have her pick of men right there in Boston. But,
he said, she could go to secretarial school, or learn to be
a nurse. Those were useful things.
So she went and joined the Air Force.
Her father had almost hit the ceiling. When he came down
out of a mad hot enough to heat up three buckets of rivets,
Carol and Marie had still been standing there, impassive.
No matter how many times he told her she wasn't going to do
it, she told him, "I've done it, Dad. I just want you
and Mom to see me off."
Marie had stood beside her. He'd never raise a hand to her,
and Carol, dammit to hell, was getting too big to put over
So he'd gotten dressed up and gone to see his little girl
off and hoped like hell she would find herself a good man
in the military, and shook her hand and kissed her cheek.
And even Joe had to admit that she did look good in that blue
She did her stint at the Air Force Academy and learned how
to fly fighter planes and how to do combat that even Dad hadn't
learned in his Army days.
Before long, Carol was a major.
Joe was showing off her picture in the paper to anybody and
everybody at work. He had to admit, she looked even better
in that kind of uniform.
Somewhere in there, Carol's C.O. had called her in and proposed
a new sort of service to her, one that wouldn't require her
to wear an Air Force suit. So, with Uncle Sam's blessings
and a handshake from Colonel Nick Fury, Carol Danvers had
left the flyboys and become a CIA agent in training. She passed.
Then she started spying.
It was exciting, even terrifying work. She was glad for the
chance to do field work with Nick Fury, who'd been a legend
as a sergeant in World War II and a lieutenant in Korea, and
with a guy known only as Logan, a Canadian of short stature,
temper, and vocabulary. At the time, she thought he was a
vet of the Big One, too, though it was hard to tell. She ended
up partnered with him on several missions during her tour
with the Company, during one of which they encountered the
mutant op known as Sabretooth and lived to tell about it.
Carol also worked with Col. Michael Rossi, to whom she lost
her virginity. But she always thought that it was Logan who
really taught her about sex. And taught her, and taught her,
and taught her...
On one mission, she'd dropped the ball and ended up in the
hands of the KGB. They sent her to Lubyanka to see what she
knew, what she didn't, and how long she'd live after they
tortured both things out of her. The Company thought it was
too risky to go after her, and officially signed off on her.
Logan, and several others, had a different opinion.
They busted into Lubyanka and got her out. Carol swore she'd
never repay Logan for what he'd done, though she made a good
attempt at it with him, for the next few weeks. But, if Logan
was a one-woman man, she wasn't quite the woman, and they
About that time, she found out her brother Steve hadn't been
as lucky as she had, just recently.
Steve had joined the Air Force shortly after her, got shipped
off to Viet Nam, flew 27 missions, took a hit from a SAM,
What was left was put in a bag and then was put in a box
which was shipped back to Boston and then buried in a cemetary
there, with Carol and Joe and Marie and all of Steve's brothers
and sisters in attendance and the soldiers firing a 21-gun
salute and one of Steve's buddies reading "In Flanders
Field" and every last one of them, except perhaps the
soldiers firing the guns, crying very, very hard.
Joe told Carol he was glad she was out of the Air Force but
wanted her out of what she was doing for whatever government
group she was doing it for. His persuasion wouldn't have done
much good if she hadn't been thinking along those lines herself,
ever since her thing with Logan went cold.
Soon enough she learned about a job opportunity at Cape Canaveral
handling security, and drifted out of the Company and right
into Project Apollo.
But there were lots of things that the public didn't get
to see in those guided tours around the base. One of them,
she soon learned, was a gigantic super-robot called the Sentry,
which had been placed on Earth ages ago by an alien race called
the Kree, and just recently deactivated by the Fantastic Four.
It had been sent to NASA for study and safekeeping, and keeping
the thing secret from the media and just about everybody else
had been one of Carol's first tasks.
Enter Walter Lawson. Or, at least, somebody everyone thought
was Walter Lawson.
When she met the man, who was a new brain-boy assigned to
study the Sentry, she thought he had the whitest hair of any
twentysomething this side of Mike Nomad in the comic strips,
and too much secretiveness about his past for her comfort.
He didn't seem to like her prying, which made her all the
more eager to pry.
A day after Lawson's arrival, something reactivated the Sentry.
It started trashing the base.
Then, enter Captain Marvel.
At first, they weren't sure who in the heck the super-type
in the white-and-green costume and green mask-helmet was,
until he shouted out his name at the Sentry, as if he expected
the robot to know him. The robot didn't seem to give much
of a damn. But, in a move that even Logan would have been
hard-put to equal, Captain Marvel had saved her from the Sentry
and used a device on his wrist which he called a Uni-Beam
to wreck it.
This began a series of events which lasted for about a year
and threw her into contact with Lawson and Captain Marvel
over and over again. Cape Canaveral was targeted by aliens,
monsters, rampaging androids, even the Sub-Mariner and Iron
Man, with Captain Marvel the apparent reason they were there,
and Carol just trying to help General Bridges keep the thing
from falling apart. Commie spies would have been a welcome
She'd almost become lovers with Lawson, and finally figured
out that he was Captain Marvel, who was a Kree, and who was
only posing as Lawson, who had been in the pay of enemy powers
and was now dead. She had also learned that Marvel's real
lover, a Kree woman named Una, had been killed in a conflict
stirred up by Marvel's commander, Col. Yon-Rogg, who was not
Marvel's biggest supporter.
That was how Carol Danvers started learning that there were
spheres of influence beyond that of the military, or the CIA,
or SHIELD, or NASA, or the United States, or even Earth itself.
And when she got accidentally injured by a repulsor blast
from Iron Man, stumbled out of the hospital, and fell right
into the hands of Colonel Yon-Rogg, she learned how deadly
those influences could be.
Yon-Rogg was more powerful than an Earthman, almost as mighty
as Captain Marvel (whose real name, she found out, was Captain
Mar-Vell) himself, and had weapons that were far deadlier
than anything Earthmen carried, except maybe for super-scientists
like Reed Richards or Dr. Doom. Most of the time, those weapons
were trained on her. Yon-Rogg took her to a cave where, generations
ago, the Kree had hid a device called the Psyche-Magnitron.
It was a mind-over-matter gizmo, and Yon-Rogg was using her
as bait to lure Captain Marvel into a deathtrap.
It very nearly worked.
But Captain Marvel, who was now sporting a new, red-yellow-and-blue
uniform and who had already given up his Walter Lawson pose,
had saved the day, and her, once again, and Yon-Rogg ended
up dying in that conflict, thankfully.
The episode had long-lasting effects on Carol, though, which
she would not learn until they manifested themselves years
later. In some inexplicable way, the radiations of the Psyche-Magnitron
had acted upon both her and Mar-Vell, and somehow passed on
genetic information from his body to hers.
Though she did not know it, and though her body would have
to take years to integrate its changes, she was becoming part
More than that, she was becoming the sort of Kree Captain
Marvel had become, when scientists from a Kree splinter group
had subjected him to an empowering process. Men and women
of the Kree race gained some super-strength on Earth's lower
gravity, but Captain Marvel's strength was hyped even beyond
that, and so, in time, would hers be. Captain Marvel could
fly, through the power of nega-bands on his wrists. So, too,
would Carol fly, with devices at first placed in a strange
costume she came to wear, and then integrated into her being.
She would also develop a strange "seventh sense"
that gave her visions of dangers either to come, or already
But all of that was a few years down the road. For the moment,
thanks to the flap over not having captured Captain Marvel,
or at least not having learned soon enough that Walter Lawson
was not what he seemed, her job at the Cape was terminated.
She was booted sideways to security detail in a top-secret
Air Force base near Gary, Indiana. There she was under the
supervision of what she referred to most often as "four-star
chauvinists," not nearly as easy to work with as General
Bridges and his crew at the Cape.
Shortly after her arrival there, her path crossed that of
Captain Marvel again, with another crazy super-villain named
Nitro in the package. She hadn't been able to stop the latter,
who could blow himself up and reintegrate his atoms, from
managing to puncture a canister of deadly nerve gas that was
supposed to be in her safekeeping. Captain Marvel managed
to reseal the canister, but only after thoroughly exposing
himself to the gas.
That would have long-ranging effects, too.
Thanks to that incident, Carol got busted down another rung
again and kicked back to the Cape again, this time as a low-level
security officer. Even though she liked it better than the
Indiana gig, she still didn't like it, knew they didn't like
her, and felt that her government days were soon to end. General
Bridges wasn't even there anymore.
But a strange parasitic being in the body of Captain Marvel's
dead lover Una was, and it beat the hell out of her when she
tried--and failed--to stop it from commandeering a rocket
launch console. Mar-Vell couldn't save her from the beating,
or from subsequently losing her job, but he did save her life.
Some life, she told herself.
She went back to Boston, rented herself an apartment, and
sat down to work on a book about the space program and her
role in it and, of course, her encounters with Captain Marvel.
It sold. Through the roof.
Carol Danvers, who had never completed a single hour of college,
became a literary celebrity and enjoyed her fifteen minutes
of fame. Fourteen and a half minutes into that hectic round
of touring, talk shows, and autograph parties, she got a call
from J. Jonah Jameson, publisher of New York's Daily Bugle.
Jameson, he of the ever-present cigar and Hitler mustache,
was starting a new magazine called Woman. He wanted her as
an editor. "The way I see it, a woman's magazine should
have articles that are useful," he had explained to her
at their interview. "Like new diets, and fashions, and
recipes, things like that." He was willing to pay her
$20K a year. She settled for $30K, told him her name was Ms.
Carol Danvers, and added, "And as far as diets and recipes
go, forget it."
And so Carol Danvers found herself an editor of a big women's
magazine in the Big City. Without ever having gone to college.
With only a year's worth of journalistic experience.
There was one other big problem she hadn't counted on.
She had also become a superheroine called Ms. Marvel.
And she didn't know about it.
The exposure to the Kree Psyche-Magnitron had finally manifested
its effects in Carol's body. She gained a split personality,
and her other half had the consciousness and powers of a Kree
warrior, complete with a red, yellow, and deep blue costume
patterned after Captain Marvel's, but with a feminine slant.
It automatically appeared on her when she switched to Ms.
Marvel, triggered by her unconscious. In a way, it was like
a fugue state.
It had been happening since six months after she left government
work. But she only found out about Ms. Marvel's existence
when the heroine encountered and beat the Scorpion, a super-villain,
just as Carol began working for Woman. And she only found
out through a hypnotic session with her psychiatrist, Mike
Barnett, who was also her lover, that she herself was Ms.
From Air Force major to spy to NASA security staffer to author
to superheroine, just like that. The strange thing was, she
found out that she was really, really good at it.
She sometimes wondered about that suit and why she'd created
it like that. Red shirt like Mar-Vell's, but with a big cutout
that exposed her stomach. Black trunks that were really just
a bikini bottom, even if they were attached to her shirt.
Black gloves, a black mask that covered the upper part of
her face, black boots with red tops, and a long red scarf
that seemed fashionable but was always being grabbed by whomever
she fought, so she did away with it early on. The costume
had no leggings, so she showed off most of her legs. Nobody
much complained, and it distracted male villains, and Carol
admitted she was proud of her body. So what if she was dressed
like one of the Rockettes in a mask? She could fight!
A second blast of the Psyche-Magnitron, received during a
battle, integrated the costume's flight-power into her own
body. Later, Carol's and Ms. Marvel's personalities became
integrated, which was helpful, considering she was having
to fight menaces such as AIM, Modok, the Doomsday Man, Grotesk,
Deathbird, and Tiger Shark on almost a daily basis. She met
and worked with other super-heroes, such as Spider-Man, the
Vision, Dr. Strange, and the Defenders. But the ones she found
herself most closely paired with were the Avengers. She had
met the Vision in an early case, and later went to Avengers
Mansion to use their lab and encountered the Beast, who was
all blue and hairy, and the Scarlet Witch, a lovely mutant
with a hex power. Finally, she got a "seventh sense"
message concerning the team and their foe Ultron, and jumped
right into the fray. That was how she got to meet the Big
Names like Thor, Iron Man, Captain America, Yellowjacket,
Wasp, and Iron Man, plus Wonder Man, who seemed a quite hesitant
hero. Ms. Marvel fit in well as an ally, and kept working
with the Avengers on many cases beyond that.
She wondered, in later days, if she would have gotten involved
with them at all, when she learned what was up the road a
little ways. But she had a lot of things to wonder about that
time, and the bitterness over that event to come soon became
just one part of a very dark, sad, and pitiful mosaic.
During that time, she saved her father from Steeplejack,
a crooked builder who was threatening Joe Danvers's life.
She also met Captain Marvel again. The first time, they were
both partnered against the Kree's Supreme Intelligence, that
malevolent composite being who had threatened the Earth time
and again. The second time, they were both allied with the
Avengers in a long conflict with a being called Michael Korvac.
Neither of them knew that that was the last time they would
set eyes on each other.
Carol kept sleeping with Michael Barnett, kept being a super-heroine,
kept working with the Avengers, changed her costume to a black
bathing-suit affair with high black boots, long black gloves,
a mask, and a red waist-sash, and kept trying to edit Woman.
"Trying" was the operative word there, because editorial
duties on a struggling major magazine and the duties of a
super-heroine do not mix.
Jameson got tired of the constant battles with her over budget
and content, over her constant delegation of authority to
others, and of her constant absenteeism. Finally, she came
back from a Ms. Marvel adventure, changed into Carol Danvers,
and found a pink slip on her desk.
Another great kick in the head.
Luckily, she still had money, and she still had a lover,
and she still had a friend, Salia Petrie, who was an astronaut
and whom she had saved from an alien who had taken her prisoner
aboard a spacecraft. So Carol Danvers picked up what she had
in her desk, put it in a box, and went home to figure out
her next move.
Her next move was to join the Avengers.
There had been a big shakeup in that team's relationship
with the government, who wanted more regulating power over
it. As a result, active member count was limited, some members
were put on reserve, and a few new ones were recruited. Since
Ms. Marvel had done exemplary work on her cases with them
thus far, she was asked to become an active Avenger.
She tried not to show it, but she was more than awed.
On a day-to-day basis, she would be associating with Earth's
Mightiest Heroes: Captain America, Iron Man, Thor, the Vision,
and all the rest. They were accepting her as One of Them.
On top of that, the base salary for an Avenger was even better
than she had gotten at Woman.
So Ms. Marvel had become an Avenger, which was her new job,
and took up residence primarily in Avengers Mansion, and learned
how to live with one of the most famous super-hero groups
of all time.
For a long time, it was a lot of fun.
And then, all of a sudden, it wasn't.
Continued in Chapter
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