Who's That Lady?

Peter Parker is waiting at Grand Central Station for Harry and Liz Osborn to arrive in the city for a visit. Suddenly, his spider-sense goes off, turning his attention to a stunning African-American woman. With a few minutes to spare, Peter decides to follow the woman outside to get a better look at her. His harmless voyeurism quickly turns into concern as he watches the woman walk into a shady part of town. Peter slips into an alleyway so he can change into Spider-Man. Sure enough, the woman is spotted by two would-be thieves who try to snatch her purse. The woman gives one of them chase while the other crook follows behind her. When he tries to grab the woman, she throws him over her shoulder. When he pulls a knife, the woman is easily able to disarm and incapacitate her attacker. The man who took her purse tries to flee out the other side of the alley but is knocked out by a single blow from Spider-Man.

When Spider-Man goes to compliment the woman for being able to hold her own, however, she blasts him with energy from her hands. The woman -- Monica Rambeau -- is surprised to see that the man she blasted was none other than Spider-Man. Worrying that she can't keep her powers under control, Monica uses them to burn off her outer clothing, revealing a costume underneath. Adjusting her outfit and putting on her mask, Monica then turns into a beam of light and shoots up into the air and onto the top of the Empire State University. Spider-Man wakes up just to see this amazing feat and is left wondering who or what he is dealing with. From atop of the Empire State Building, Monica Rambeau is amazed at how massive New York City is, not like her home in New Orleans. Gazing over the skyline, Monica's mind drifts back to the events that led to her getting her powers....

Monica Rambeau, a member of the Harbor Patrol meets with the harbormaster to learn why she wasn't chosen for promotion from Lieutenant to Captain. He explains that she wasn't chosen due to her unorthodox methods of doing her work. However, Monica doesn't buy this for a moment and accuses the harbormaster of promoting her because she is a woman. The harbormaster ignores the comment and dismisses her from his office. Storming to her office, Monica is greeted Professor Andre LeClare, an old friend of her grandfather who fought with him in the war. When she asks him what brings him to the United States, he tells her it's fear. He explains that he is an expert in the field of advanced physics. He was widely regarded as a crackpot due to his theories. All except for General Ernesto Ramirez, a South American Dictator. The general funded his projects, and he began working on a means of drawing energy from other dimensions. However, LeClare tried to stop the project when he learned that Ramirez intended to weaponize the project. Forced to flee the country, Andre learned that his former partner Felipe Picardo began building a device based on Andre's research on an oil rig out on the Gulf of Mexico. To conclude his incredible tale, Andre explains that he has come to Monica to see if there is anything she can do about the situation.

She decides to investigate the situation for Andre and the following day the pair take a boat out to the oil rig. As they approach the platform, Monica orders Andre to hide below deck while she deals with whoever comes out to see them. When the boat arrives at the platform, Monica is greeted by armed guards working for the Roxxon corporation. When they tell her to turn around, she gives them a story about how the old crew would allow her to sunbathe on the platform. To entice them further, Monica strips off her bathrobe, revealing that she is wearing a bikini underneath. As she hoped, the men are taken back by her beauty and Doctor Picaro himself allows her to come aboard, saying he will accept full responsibility for her presence. He then begins pouring on the charm and invites her to join him for a picnic.

A short time later, the intruder alarms going off, putting the guards on alert. Monica quickly realizes that the alarm must have been set off by Andre. Suspecting that Monica might be involved, Filipe forces her to come along. Sure enough, they discover LeClare in the control room. The guards had stopped Andre just before he could shut down the device. Filipe explains that he has completed building the device, which is intended to use to obliterate cities. Filipe decides to give Monica a demonstration by setting the device to destroy the city of Fort Benning, Georgia. However, before he can activate the device, Filipe is knocked aside by Monica. She then begins smashing the controls, causing a massive explosion. Suddenly, Monica is transformed into a beam of light and transports herself to the mainland. Disorientated, Monica quickly gets her bearings and uses a radio to try and call the navy for help. Unaware that the radio isn't plugged in, Monica subconsciously uses her powers to energize the radio. With the signal boosted, she is able to send a distress call to a Naval ship out on the Gulf.

Looking around her location, Monica discovers that she is in a warehouse where leftover costumes from Mardi Gras are being kept. In order to disguise her identity, Monica puts on one of the costumes. Wondering how she got onto the mainland, Monica suddenly finds herself transported back to the oil rig just by thinking about it. There she finds the guards are knocked out. Rushing inside the facility, Monica discovers a hole in the air with energy pouring out. Filipe, furious that Andre interfered with his plans, shoots his former employer. Monica knocks out Filipe and rushes to Andre. He tells her that the destruction of the device has poked a hole between dimensions. Monica is pulled into the hole, and she finds that with her powers she can close the portal. Meanwhile, Filipe recovers and tries to shoot Andre again. This time the bullet is stopped by Monica, who uses her newfound powers to deflect the bullet and knock Filipe out. With the danger over, Monica carries Andre out to get help. On their way out, one of the guards overhears Andre refer to Monica as "Captain" and refers to her as "Captain Maravilla -- Captain Marvel.

Two days later, at the Harbor Patrol headquarters, Monica is visited by Andre again. He has finished running a series of tests on Monica and explains that the accident gave her the ability to transform her body into any form of energy. He then gives her a gift: a new costume fashioned out of Unstable Molecules and convinces her that she should use her powers to help serve and protect the people. Monica requires little convincing on the matter. She then goes to the harbor master and turns over her badge and gun so she can pursue her new career as a superhero -- Captain Marvel.

... With her recollections over, Monica considers that she is going to need a real scientific genius to help her get control over her powers now that the energy from the portal is dangerously building up inside her. To get some ideas, Monica looks through the observation deck binoculars. It's by this time that Spider-Man has managed to catch up to her. When he fires a web, Captain Marvel suddenly blinks away in a flash of light. Noticing that she was looking through the binoculars he tries to see what she was looking at but the timer runs out. He manages to convince a kid to loan him money to look through the binoculars again. He then sees that the mystery woman was looking at the Baxter Building, home of the Fantastic Four.

Meanwhile, Captain Marvel arrives at the Baxter Building, which is in shambles after a recent battle. There she is confronted by the Thing who demands to know why she has come. Unfortunately, the Fantastic Four's leader Reed Richards is away with his wife. With the entire city in danger, the Thing suggests that they get in touch with the Avengers. However, when he opens a line of communication with the team, Monica uses her powers to travel across the line of communications. That's when Spider-Man arrives on the scene, and when the Thing tells her that this new Captain Marvel might explode, Spider-Man rushes off to help the Avengers before the Thing can explain that the woman is not a threat.

At Avengers Mansion, Captain Marvel's arrival through the communication system shorts out Iron Man's armor and temporarily causes the security systems to go haywire. To make matters worse, the energies inside Monica are beginning to reach critical mass. Spider-Man arrives on the scene and the first thing he does is attack Captain Marvel. However, a recovered Iron Man and the Wasp arrive and get him to stop, explaining the situation fully to him. Iron Man has also come up with a means of channeling the unstable energies out of Monica and discharging them harmlessly. Spider-Man helps by using his webbing to insulate the wires needed to perform the job. Iron Man manages to channel the energies up into the sky where they explode harmlessly. Sometime later, the Thing arrives in a taxi cab and arrives to find the Avengers and Spider-Man all making their acquaintance with Captain Marvel. With the crisis over, Spider-Man remembers about meeting Harry and Liz at the bus station hoping that they are still there waiting for him.

Changing back to Peter Parker, the wall-crawler learns from a ticket agent that nobody has paged him. Soon, he is joined by Harry and Liz who had arrived on a later bus. They explain that they were bringing one of Liz's friends to meet Peter in an attempt to play matchmaker, but the woman had to cancel at the last minute because she had to work overtime. Peter doesn't feel bad, telling them that considering the luck he has had with women, the blind date probably wouldn't have gone very well.

Recurring Characters

Spider-Man, Captain Marvel, Avengers (Captain America, Iron Man, Thor, Wasp, Hawkeye, She-Hulk), Roxxon Oil (Felipe Picaro), Andre LeClare, Edwin Jarvis, Thing, Harry Osborn, Liz Osborn

Continuity Notes

• The upper floors of the Baxter Building are in ruins due to damage caused by Terrax in Fantastic Four #242.