Ms. Marvel's fight with Grotesk left her buried beneath tons of rubble, yet when she regains consciousness, she is the prisoner of MODOK. MODOK has stolen her suit and put Carol under mind-control, yet is frustrated when he finds that the suit contains none of Ms. Marvel's powers. MODOK is attempting to regain control of A.I.M. and was counting on the added advantage of Ms. Marvel's powers. When Carol turns into Ms. Marvel, MODOK find that his brainwashing is a failure as well. Ms. Marvel escapes from the A.I.M. stronghold, and finds that it is hidden beneath an ordinary department store.