I have seen too much, Captain Marvel. I can no longer defend any of this. At the beginning I could. I could. But I have grown more and more uncomfortable with my part in this. And long, long ago I learned that if you are on Captain America's side... you can rest easy knowing you are on the right side. And if he, even after what we have all experienced, would choose to protect that child Avenger's right to be... then that is what I should have been doing this entire time. If you attack me... you attack the Kingdom of Wakanda. 
Appearing in 1st story
Featured Characters:
- Captain Marvel (Col. Carol Danvers) (Main story and flashback)
- Iron Man (Tony Stark)
Supporting Characters:
- Avengers
- Guardians of the Galaxy
- Ultimates
- X-Men
- Logan (Cameo)
- Storm (Ororo Munroe)
- Marvel Girl (Jean Grey) (Past)
- Forge (Behind the scenes)
- Iceman (Bobby Drake) (Behind the scenes)
- Magik (Illyana Rasputina) (Behind the scenes)
- Captain America (Steve Rogers) (Death in an illusion or vision)
- X-Men
- Cyclops (Scott Summers) (Past)
- Angel (Warren Worthington III) (Past; behind the scenes)
- Past; behind the scenes (Beast (Hank McCoy))
- Genesis (Evan Sabahnur) (Behind the scenes)
- Iceman (Bobby Drake) (Past; behind the scenes)
- Oya (Idie Okonkwo) (Behind the scenes)
- Doctor Strange (Stephen Strange)
- Luke Cage
- Hawkeye (Kate Bishop)
- Riri Williams
Other Characters:
- Alpha Flight
- Sasquatch (Walter Langkowski) (Cameo)
- Aurora (Jeanne-Marie Beaubier) (Behind the scenes)
- Puck (Eugene Judd) (Behind the scenes)
- New Attilan's Inhumans
- Inhuman Royal Family
- Magister Karnak
- Queen Medusa (Medusalith Amaquelin)
- Lockjaw
- Triton
- Crystal (Crystalia Amaquelin) (Behind the scenes)
- Naja (Behind the scenes)
- Reader (Behind the scenes)
- Ulysses Cain
- Inhuman Royal Family
- S.H.I.E.L.D.
- Director Maria Hill
- Unnamed agents
- Human Torch (Johnny Storm) (Cameo)
- Beast (Hank McCoy) (Cameo)
- Forey (Behind the scenes)
- Ant-Man (Scott Lang) (Behind the scenes)
- Nick Fury (Mentioned)
- War Machine (Col. Jim Rhodes) (Corpse, skeleton or other remains) (Only in flashback)
- Dr. Bruce Banner (Corpse, skeleton or other remains) (Only in flashback)
Races and Species:
- Human-Kree Hybrids (Main story and flashback)
- Humans (Main story and flashback)
- Inhumans
- Halfworlders
- Human-Spartax Hybrids
- Mutants
- Zen-Whoberis
- Flora colossi
Locations:
- Earth (Main story and flashback)
- United States of America (Main story and flashback)
- New York (Main story and flashback)
- New York City
- Adirondack Mountains (Only in flashback)
- Mount Athena (Only in flashback)
- Project P.E.G.A.S.U.S. Facility (Only in flashback)
- Mount Athena (Only in flashback)
- Utah (Only in flashback)
- Outside Alpine (Only in flashback)
- Washington, D.C.
- National Mall
- Capitol Building (Destroyed in an illusion or vision)
- National Mall
- New York (Main story and flashback)
- Wakanda (Mentioned)
- United States of America (Main story and flashback)
- Hala (Mentioned)
- Planet (Mentioned)
Items:
- Captain Marvel's Suit
- Iron Man Armor Model 51 (Model-Prime Armor)
- Ultimate Spider-Man's Suit
- Web-Shooters
- Nova Helmet
- Ms. Marvel's Suit
- Star-Lord's Uniform
- Element Guns
- Panther Habit
- Captain Americas' Uniforms
- Captain Americas' Shields
- Mjolnir
- Cyclops' Visor
- X-Uniforms
- Eye of Agamotto
- Cloak of Levitation
- S.H.I.E.L.D. Flight Packs
- Hawkeye's Suit
- Riri Williams' Armor
- Water-Circulation Apparatus
- Hawkeye's Bow
Vehicles:
- C.I.T.T. (Wreckage, ruins, debris, fragments)
Synopsis for 1st story
Captain Marvel orders her forces to stand down as every hero surrounds Spider-Man, who is keeled over, speechless. Carol and Iron Man begin to discuss what to do of the kid. Captain Marvel wants him to surrender, while Stark believes she has no right to do so. Eventually, Captain America interrupts them and comforts Miles, asking him what he wants to do. When Miles expresses he wants to go home, Iron Man orders Thor to take him away. Carol protests and tries to give chase, but Ms. Marvel stops her.
Maria Hill steps in and threatens to arrest Iron Man and his allies. Black Panther gets in her way and reveals that he feels he can no longer support Captain Marvel's cause, so he expresses that if Hill opens fire at him, she would be declaring an attack on Wakanda. Doctor Strange takes advantage of this distraction to teleport Iron Man and his allies away. Rocket Raccoon tries to shoot at them, but hits nothing but the smoke they leave behind. Carol resorts to Medusa, asking her if Lockjaw could help them locate the fugitives, but she's abruptly shut down as the Inhumans all leave.
Thor is flying Spider-Man above the rooftops of New York when he insists her to drop him off. She asks Miles if he would like her to stay with him, but the young hero asks her to leave him alone. Once she leaves, Miles drops on his knees, takes off his masks and cries as he recalls the vision in which he saw his bloodied hands in front of Captain America's corpse, letting out a scream.
In New Attilan, Medusa her fellow Inhumans approach Ulysses as he's standing with energy tendrils coming out of his hands. He silently turns his head to them with his eyes glowing.
At the ruins of the Triskelion, Rocket Raccoon complains about the destruction of the Guardians's ship, demanding Captain Marvel to give him a new one. Blue Marvel proceeds to take care of the ship's remains as Star-Lord comforts Captain Marvel, supporting her cause. Groot and Star-Lord hug her, while Kitty Pryde looks consternated.
Iron Man and his allies arrive at their location, which Stark introduces as one of Nick Fury's old bunkers. He thanks Doctor Strange and the rest of their performance in the fight, and particularly Black Panther for siding with him. Iron Man proceeds to state they need to find Spider-Man before Captain Marvel does, and asks Ms. Marvel to help out to this end. The young heroes of the group talk between each other separated from the rest of the group, and determine they want to leave on their own. Iron Man notices they're sneaking off but decides to let them go, and turns his attention to the rest of the adults. Black Panther comments that he has decided to desert Captain Marvel because several other visions of Ulysses haven't been accurate, while remarking many still were. Vision suggests there is only one way to determine the veracity of this latest prediction, and Tony agrees, stating it's up to Cap and Miles.
During nighttime, at the shore of the Triskelion, Captain Marvel observes the city's skyline while calling to mind the moments when Jim Rhodes and Bruce Banner died and breaks down in tears. She's approached by Maria Hill, Star-Lord, Storm and Jean Grey. After being consoled, Captain Marvel discusses the next course of action, which consists of finding Spider-Man, as she can think of doing nothing with Captain America's life being potentially on the balance. Hill interrupts herself speaking as she receives information from comms. Spider-Man has been found. He's standing at the foot of the Capitol Building.