Ms. Marvel [Carol Danvers]; GUESTS: Storyteller [Gavin]; Rich; VILLAINS: AIM; CAMEOS: Storyteller fantasy versions of Wolverine; Thing; Medusa; Storm; Dr. Strange; Nightcrawler; Angel; Cyclops; Dr. Doom; Magneto; Dr. Octopus; Juggernaut; Green Goblin; Mysterio; Hulk; Spider-Man; Daredevil; Black Panther; Luke Cage; Thor; Hawkeye; Quicksilver; Punisher; Iron Fist; Nova; Mr. Fantastic; Wasp; Elektra; Iron Man; Fin Fang Foom
Ms. Marvel tracks down the boy known as Storyteller and discovers that Gavin has been forcing his buddy Rich to live in his swashbuckling fantasy world. The only problem is that Rich is tired and scared and just wants to go home. Carol has her hands full dealing with Gavin's awesome reality changing powers as well as fighting fantasy versions of half the Marvel universe. Gavin allows Ms. Marvel to take Rich home but disappears to further hone his powers.