On the far side of the Moon, the city of The Watcher lies shattered, unable of sustaining atmosphere, almost dead. But it is not totally dead as it appears from above. Inside the city, inside a certain chamber, six Kree soldiers are assembled. They talk to the Supreme Intelligence, speaking of vengeance against Earth and the Terrans. The spokesperson, Admiral Galen Kor, renames his group as The Lunatic Legion ans speaks to avenge their defeat against the Avengers. Supreme Intelligence bids them good luck and sets to think a plan of action to subdue Earth.
Boston. Iron Man arrives at Carol Danvers’ house and request permission to speak to her. Recently, Carol Danvers, a.k.a. Warbird had hastily fled from the Avengers after a showdown with Captain America. Tony thinks that he might be able to comfort her. He lifts his face-plate, revealing himself. Carol is taken aback for a moment, but asks him how he can help her, when she has already lost everything. She begins to narrate her story, how she first joined the USAF, then got tangled in a mess with a certain Psyche Magnitron cannon, and found herself a super heroine. But that was before she was taken by the Son of Immortus, and the Avengers did nothing to help her. Then she was attacked by Rogue and her memories were stolen. After getting help from Prof. X, she was captured by the Brood and their experiments changed her into Binary. But the White Dwarf star’s powers have recently faded from her and she has lost everything. But she decides to remain an Avenger, no matter what Captain America tells. Tony picks up a bottle of alcohol from under her bed. When he asks about it, she gets into a rage and orders him to get out.
Later, Tony and Pepper are driving to PowerSource Inc. Tony takes up the subject of Pepper’s divorce, but she is not interested to talk about it. She tells him not to interfere in that matter. They come to the plant. Once inside, Tony is welcomed by the manager and friend, Victoria Snow. Tony goes directly to the Firebrand incident, asking her to throw some light on the clients list. Victoria refuses to leak information. Tony argues that the client could be a dangerous man, but Victoria doesn’t budge.
That’s when Warbird breaks into the room. She picks up Tony by his throat and insults him for calling her drunk. Tony tries to help her. Suddenly, she lets go of him. She whimpers, saying that she is very confused. But Tony doesn’t get a chance to speak. Kree soldiers come out from the adjoining room and hold them at gunpoint. Warbird blasts the floor beneath her and she and Tony fall down below. She engages the Kree, while Tony dons his armor. Together they keep the Kree busy, while Victoria, Pepper and other inmates run away into the basement.
Suddenly, the duo are interrupted by a high powered blast. They look up to see one of the Kree Sentries standing behind them. The Kree soldiers leave with their loot, while the Sentry activates a seemingly impenetrable forcefield over the whole building. It shakes off Warbird and Iron Man’s blasts and hits them hard. Warbird gets angry and focuses her energy to cut through the forcefield. She gives chase to the fleeing Kree soldiers. Meanwhile Iron Man smashes the lower part of the Sentry’s face and breaks it. As a result, the forcefield gets deactivated. He goes after Warbird.
Meanwhile, in the basement, Pepper asks Victoria about the truth of the matter. Victoria says that in order to keep her company from going bankrupt, she allied with the Kree. She tells that they have a plan to doom Earth. But suddenly, the whole building starts collapsing. A huge generator starts falling on their heads, but Iron Man arrives in the nick of time to stop it. Victoria looks over her dream company, razed to the ground.
Later, the reporters and locals accuse Victoria of tying up with aliens. Tony tries to console her, but doesn’t get enough time. Two police officers come down and take her into custody. Tony thinks of how he lost her, and hopes that he doesn’t have to lose Carol the same way.