- The Avengers
- Captain Marvel (Mar-Vell)
- S.W.O.R.D. (First appearance)
- Henry Gyrich (Skrull Impostor) (First appearance)
- Kang the Conqueror (Nathaniel Richards) (Cameo)
- Hawkeye (Clint Barton) (Mentioned)
- Black Panther (T'Challa) (Mentioned)
- Wasp (Janet Van Dyne) (Mentioned)
- The Serpent Society (Mentioned)
Races and Species:
- Captain Marvel's Suit (First appearance)
- Energy shield
- Captain America's Uniform
- Iron Man Armor
- Universal Weapon
- Kang Armor
- Kree Uniform
Carol Danvers is giving Henry Gyrich a tour of Kang's captured flagship, the Damocles, which is now a base of operations for S.W.O.R.D., a new agency whose charter is to observe and deal with alien incursions, making peaceful first contact, if possible. Gyrich is their government liaison. Danvers takes Gyrich to the bridge, where Agent Brand is trying to get the Damocles AI to co-operate - at gunpoint. He is on hand to witness the arrival of the Kree starship. They hail the Kree vessel, and speak to the Kree commander, who informs them that Earth has been annexed, and they have fifteen seconds to surrender.
The Kree fire on the Damocles after the time has elapsed, but its shields hold under the initial assault. The Kree launch a shuttle, and Brand orders Danvers to take a team and deal with them while Brand deals with matters in orbit.At the Mansion, Hulk is having lunch. Stark and the Captain AmeriSkrull enter, fresh from a workout; Stark claims to be making progress. Stark goes to tinker with JARVIS, and CASkrull mentions the other Avengers have a lead on the Serpent Society. Hulk stops them before they get too far, telling them that SHIELD called, and needs help with an alien invasion.
Meanwhile, the Kree have landed, and disabled the S.H.I.E.L.D. first responders with apparent ease. Yon-Rogg wants to use the Earth heroes as target practice, Mar-Vell claims they have a fighting spirit the equal of the Kree, and the Supreme Intelligence has dispatched Ronan the Accuser to judge. The Kree soldiers are knocked to their feet by a red-blue-and-yellow blur - Ms. Marvel is on the attack! She declares herself, flanked by SHIELD Mandroid armor units, who have surrounded the Kree landing. She tells the Kree to go home, and is attacked by Yon-Rogg, but she blasts him and issues a final warning. Ronan the Accuser attacks, and the lines are drawn. Ronan puts the Mandroids and Ms. Marvel out of commission.
Up on the Damocles, the Kree ship is about to launch 5,000 attack fighters. Ronan and his ship have travelled to the city, where Ronan announces that the Terrans have a choice - join the Kree Empire, or be destroyed. Agent Brand calls Ms. Marvel, but there is no response. The Kree teleport boarding parties to the Damocles, and begin their attack.On the ground, Iron Man, Captain AmeriSkrull, and the Hulk confront the Kree, and Captain AmeriSkrull begins the attack before any discussion can be held. The Hulk and Iron Man go toe to toe with Ronan, while Ms. Marvel fights Mar-vell and CASkrull attacks the other Kree soldiers.
On the bridge of the Kree ship, we are told that the boarding party has captured the Damocles. On the Damocles, Agent brand, Gyrich, and S.W.O.R.D. Agents are fighting and retreating. Commander Kalem-Lo has used a captive alien to hack the Damocles AI, and the Kree have control of the ship, ready to use it against Earth upon Ronan's judgement. Brand calls Ms. Marvel on com-link, and tells Ms. Marvel that she must prevent Ronan from making any transmissions.Ms. Marvel joins the fight against Ronan the Accuser. Ronan has decided that the Earth is unworthy to join the Kree Empire, and gives the order for the Kree to destroy all life on the planet.
On the Damocles, Agent Brand tosses away her pistol and approaches Commander Kalem-Lo, hands raised, and surrenders - but its a ruse to allow her a surprise attack. taking down all the Kree soldiers. The captured alien is named Sydren who joins S.W.O.R.D. in exchange for their protection from the Kree. Gyrich says there was nothing in Brand's file about being super-human, and she responds "What makes you think I'm human?". Brand has Sedrin shut down Kree communications.Below, Mar-Vell informs Ronan that all communications with their ship are down. Ronan and the Avengers continue their battle.
Agent Brand leads a boarding party onto the Kree ship, and has Sydren lock down the whole vessel.Down below, Mar-Vell is downed by blasts from both Ronan and Ms. Marvel. Ms. Marvel defeats Ronan the Accuser. Brand has survived her review by Gyrich. Ronan the Accuser and Mer-Vell are imprisoned in 42, and Ms. Marvel officially joins the Avengers. Mar-Vell is upset because Earth won't surrender to the Kree, and the Kree will destroy them. Captain AmeriSkrull reports to the Skrulls that they need to step up their timetable, as the Kree are coming.