Appearing in "Beware the Basilisk My Son!"
- Basilisk (Basil Elks) (First appearance) (Origin revealed)
- Museum guard
- Kingpin (Mentioned)
- Vulture (Mentioned)
- Green Goblin (Mentioned)
- Human Torch (Mentioned)
- Mr. Fantastic (Mentioned)
- Night watchman
Races and Species:
- New York City
- San Francisco (Mentioned)
- Negative Zone
- Large Magellanic Cloud (Only in flashback)
- Spider-Man's Suit
- Captain Marvel's Suit
- Alpha Stone (Main story and flashback) (First appearance)
- Omega Stone (Main story and flashback) (First appearance)
- Kree Ship (Only in flashback)
Synopsis for "Beware the Basilisk My Son!"
Captain Marvel has sent his partner Rick Jones to New York City after he detected a Kree energy source of the long-lost Alpha Stone, a powerful emerald crystal. At that very moment at a museum, a thief named Basil Elks eyes the mysterious stone. Breaking the display case, he removes the coveted object. He thinks about how this will prove to the other convicts in prison that Basil Elks, who they jokingly referred to as Basilisk, was a criminal in his own right. His thoughts are interrupted when he is caught red-handed by a security guard. Before Basil can draw his gun, the officer fires and through a twist of fate strikes the Alpha Stone. The gem is shattered by the bullet, releasing energies that transform Basil into a green-skinned form. The frightened officer tries to flee, but when Elks tells him to freeze, he is surprised when his eyes fire energy that freezes the guard in his tracks. Realizing what he has done, Basil looks in the mirror and is amazed by his transformation. Realizing that he can transmute matter with his eye beams, Basil reshapes a suit of armor into a costume and decides to take on the moniker that has taunted him during his criminal career -- Basilisk.
Not far away, Peter Parker is heading down the streets in the hopes of catching the late show at the local movie theater. As he passes the museum he witnesses one of the walls blowing out and Basilisk departing the scene. Realizing that this could be trouble, Peter slips into some bushes so he can change into Spider-Man and pursue this new menace. When the web-slinger confronts this new villain, he discovers that his foe's eye blasts are powerful. Furious at this surprise attack, Basilisk decides that he will begin his new criminal career by destroying Spider-Man. While the hero is stunned, Rick Jones happens on the scene. Seeing that Spider-Man is at the mercy of his foe, Jones claps his armbands allowing Captain Marvel to trade places with him. Although Captain Marvel has the element of surprise, Basilisk uses his powers to melt the concrete under the heroes feet. It takes his power of levitation to break free and resume the fight. Basilisk realizes that he can use his powers to rocket himself into the air and tries to escape. Before Mar-Vell can stop him, the villain uses his powers to entrap the hero in ice. The Captain manages to break free before he can fall to the ground, but by this point, Basilisk has escaped.
Spider-Man thanks Captain Marvel for the assist and learns that the Alpha Stone is one of two ancient Kree weapons. Some time ago, the Alpha and Omega Stones were taken into space to be destroyed. However, one Kree soldier sought their power for himself. But, instead of gaining ultimate power, the two stones caused the ship to explode and they were lost in space, until now when the Alpha Stone turned up on Earth. Fearing that Basilisk might find the Omega Stone and increase his power, the two heroes agree to team-up and hunt down their foe. The pair track Basilisk down to a nearby construction site where he is attempting to dig up the Omega Stone. While Spider-Man runs interference, Captain Marvel recovers the Omega Stone. However, the stone reacts with Marvel, growing in size. It encases the Kree warrior and suddenly teleports away. Distracted by the sudden disappearance, Spider-Man is unable to stop Basilisk from getting away. Spider-Man realizes that Marvel's disappearance wasn't planned and wonders what he can do to help.
- Peter states that in his current state of mind he couldn't tell the difference between actor Clint Eastwood and adult film star Linda Lovelace. Both were incredibly popular at the time. This should be considered a topical reference per the Sliding Timescale of Earth-616.
- The iconic cover image logo of Captain Marvel is recycled art from the cover of Captain Marvel #29. This image was also used in multiple marketing items, (Slurpee cups, Topps Stickers, and other merchandise in the 1970's).
- Inks by Mooney and Hunt (uncredited).