John Buscema (breakdowns); Joe Sinnott (finished art)
Joe Rosen (pages 1-16); Irving Watanabe (pages 17-31, uncredited)
Ms. Marvel [Carol Danvers]; GUESTS: Dr. Michael Barnett (introduction); Mary Jane Watson; VILLAINS: The Destructor [Kerwin Korman]; Scorpion; A.I.M.; CAMEO FLASHBACK: Captain Marvel [Mar-Vell]; Yon-Rogg
Kerwin becomes the Destructor and promises to take down Ms. Marvel for AIM; Scorpion escapes from AIM's clutches; Carol, freaked out by her blackouts and lack of memory, visits her friend Barnett who discovers she is Ms. Marvel during a hypnotic session but fails to tell her; Ms. Marvel takes on Scorpion and Destructor.