'Yes, you've changed from before you were linked, and you'll continue to change -- but change is life, and is always preferable to death! You won't merge -- not if you wont to! Make use of your unique abilities! Don't let them make use of you! 
- —Fawn
Appearing in "The Bi-Centennial!"
Featured Characters:
- Captain Marvel (Mar-Vell) (Main story and recap)
Supporting Characters:
- Rick Jones (Main story and recap)
- Fawn
Antagonists:
Other Characters:
- Cyborg Underground
- Rambu (First appearance)
- Drax The Destroyer (Art Douglas) (Mentioned)
- Kree Empire (Main story and recap)
- Null-Trons
- Supreme Intelligence (Main story and recap)
- Bun-Dall (First appearance)
- Annihilus (Only in recap)
- Adam Warlock (Mentioned)
- Shabby Dayes (Mentioned)
Races and Species:
- Kree (Main story and recap)
- Humans (Main story and recap)
- Cyborgs
- Robots
- Arthrosians (Only in recap)
- Aakon
Locations:
- Milky Way
- Deneb
- Earth, Sol (Mentioned)
- Large Magellanic Cloud
Items:
- Captain Marvel's Suit
- Nega-Bands
- "The Six Soul Gems" (Mentioned)
Synopsis for "The Bi-Centennial!"
The Head of the Denebian Underground convinces Mar-Vell that the solution to all their problems is for Rick Jones and Mar-Vell to enter the Soul Gem in his possession, a Gem that the Supreme Intelligence secretly manipulated the cyborgs into acquiring just as he sent the Null-Trons to invade, setting up the conflict to further his byzantine plan. Once inside the Gem, the two minds' struggle to keep from merging manifests as a direct battle between their mental avatars and the Gem, in turn, transmits the psychic echoes of their personal war onto the physical battlefield between the Null-Trons and the Denebian cyborgs.
Rambu, the least mechanized of the cyborgs, remains underground with the Head by the Gem and questions the plan to use the aliens' conflict to fuel their own. The Head reveals that his perspective has merged with that of his Null-Tron body, making him coldly neutral in his intent. His true goal is to bring peace to the planet through a forced bloody conclusion resulting in the complete annihilation of one side or the other, and it doesn't matter which. Enraged, Rambu begins battering on the Gem in an attempt to destroy it, disrupting Rick and Mar-Vell's battle and the real-world war in turn. Fawn then appears to Rambu offering a different solution. She has him take her into the Gem as well, where they find the warring minds and talk sense into them, making them realize that their struggle for dominance would only bring about the merged fate they wished to avoid, and potentially a mutual death. In her concern, Fawn also reveals that if Rick dies, so does she. Mar-Vell is able to see Fawn for the first time as she talks them down and leads them all out of the Gem.
Notes
- Cover art modifications by Romita.
- Plot by Englehart and Milgrom, script by Englehart.
- The "Soul Gem" is later identified as the Mind Gem in the Captain Marvel entry of the All-New Official Handbook of the Marvel Universe A to Z: Update #4. At the time of the original story, the Infinity Gems were not named or differentiated, and were known collectively as "Soul Gems". This is the first story to reveal there were six in total. It appears in this story as a red sphere about a meter tall, though it was green in its one-panel preview in Captain Marvel #41. It next appears in Avengers Annual #7 as an orange oval the same size and shape as Warlocks and the others. In the flashback to the Gem's discovery in this issue, it appears to have been much smaller at some point, suggesting it has some capability to change size and shape. Probably color too. The Mind Gem will eventually be coded as the blue one of the set.