5.3. Captain Marvel 2: Civil War

We open on the streets of Kree-La, where a figure wearing a Kree Navy uniform is doing their best to pass undetected.

After successfully avoiding a military patrol, they ducks into a side street and pull open a grating, dropping down into the maintenance tunnel below and closing the grating behind them.

They follow the tunnel until they reach an intersection, where Head is waiting for them. At Head's request, the figure removes their helmet, revealing themselves to be Carol Danvers. Satisfied she's not a spy, Head leads her through the tunnels towards the Database.

As they walk, he tells her about the Cyborg Resistance, and how they have suffered at the hands of the Empire.

When they reach their destination, Head shows her how to get into the Database. She offers to pay him for his help, but he says that if she succeeds, that's payment enough, and if she fails, he doesn't want anything that will trace back to her.

The entrance Head had shown her leads into a duct which she's forced to crawl through. As she does, she contacts Genis-Vell on her comm unit, to check that he's in position. He is still on his way, and the two chat while Carol makes her way through the Database, discussion what they're going to do after the mission. Carol is intending to retire, or at least take a vacation, back on Earth. Genis-Vell doesn't believe that she'll ever really quit, but is happy to talk about how amazing life on Hala will be after they've won. He's especially excited about being able to listen to forbidden music, and Carol promises to introduce him to more Terran music.

Genis-Vell's transport arrives at the Database, just as Carol drops down out of the ducts into a futuristic server room. He tells Carol he's going on comms blackout, and he'll confirm once the Power Conductors are in place. They wish one another good luck, and Carol tells Genis-Vell that whatever happens next, his mom would be so proud of him.

As he enters the Database, Genis-Vell is greeted by the Supreme Intelligence's assistant, Bun-Dall. He hands over the agreed bribe - a Spice Girls CD, rare forbidden music - and Bun-Dall sends away the security guards, telling them that Genis-Vell's meeting with the Supreme Intelligence LIX is top secret and above their clearance level, which they appear to accept.

Genis-Vell enters the Supreme Intelligence's chamber. As it had with Carol, all those years before, it appears to him in the form of Mar-Vell. Genis-Vell tells it he wishes to discuss the recently ended war against the Nova Empire, demanding answers about why so many Kree had to die and be displaced for the sake of a war that was ultimately pointless. As he talks, he begins removing the small circular power conductors from his belt, placing them around the room.

In the server room, Carol is doing the same, setting up a circle of power conductors around the room, with her in he centre.

The Supreme Intelligence challenges Genis-Vell about the power conductors, but he just laughs, saying that there's nothing they can do about it since they don't have a physical body, and the guards have been dismissed. The Supreme Intelligence tells him not to be so sure.
In an ante-room, Bun-Dall is reading the booklet from the jewel-case of his illicit CD, when the Supreme Intelligence appears on a screen and tells him it's time.

Realising what's happened, Genis-Vell manages to break the control pad for the door of the chamber. As the guards hammer on the door, he turns on his comm and yells to Carol to do it now.

She asks if he's clear, but he just tells her that it's now or never, and one life in exchange for the freedom of all Kree is a price he's willing to pay. With tears in her eyes, she does as he asked, and unleashes her power. It blows up the server banks, and the power conductors begin to glow as they activate.

In the Supreme Intelligence's chamber, the power conductors Genis-Vell placed light up, and then unleash the channelled energy, mirroring the explosion in the server room and blowing the chamber, the Supreme Intelligence, and Genis-Vell to pieces.

Carol flies up through the building and out. The military try to shoot her down, but she easily evades them. She flies up out of the atmosphere, and in space she pauses, looking down at the lights of Hala below. She goodbye to Genis-Vell, hoping that wherever he is now there's more freedom than he'd had when he was alive, and then she flies away.

Four years later, in the city of Zatoa Carol is at the space-port trying to get passage on an FTL Flight to Tarnax II but she's told that every flight is cancelled due to Snarkwar. Annoyed, she asks about flights to Sakaar, but they are also cancelled due to Snarkwar. She tries a dozen more places, and gets the same answer every time, until she tries Kymellia, and is told the the flight is cancelled because of the Kree war.

Surprised, as she'd hoped the Kree warmongering would end with the Supreme Intelligence, she asks who the Kree are fighting this time. The centaurian manning the desk asks her if she's been living under a rock, and when she says she's been on Terra, he says that's worse, and tells her that the Kree are fighting themselves.

Frustrated, she asks if there's anywhere he can send her, and he says there's tickets left for the next flight to Lotaria. She asks what's on Lotaria, and is told "swamp".

Frustrated, Carol gives up and goes in search of a bar. She's three drinks in when a woman takes the seat beside her. The woman asks Carol if shes SOK or Imperium. When Carol doesn't understand the question, the woman asks her if she's Kree, and Carol says no, she's Terran. The woman buys her a drink, and says that she's never hit on a terran before. Carol clarifies that she's not interested right now, but accepts the drink, and the woman doesn't seem bothered by the rejection.

She introduces herself as Phy-La and invites Carol to come and drink with her and her crew, which Carol accepts. Her crew consists of Noh-Varr, K'kyy, Mac-Ron, and Galen-Kor.

At her request, the crew fills her in on what's been going on in the years she's been on Earth.
Following the destruction of the Supreme Intelligence, the Accuser Corps, who had already been viewing Ronan the Accuser as a kind of martyr, broke away from the Empire entirely to form the Sons of Koth, Blue-skinned Kree supremecists who want to restore 'the old ways'.

The rest of the Empire has rebranded as the Imperium, under the control of the new Emperor of the Kree. Although not all the crew agree - especially Noh-Var - the crew generally agrees that while still bad, the Imperium are definitely the less of two evils.

Phy and her crew are on neither side, instead focussing on humanitarian efforts, trying to help refugees and rescue people caught up in the middle of the war. They're heading out in the morning to escort a refugee ship from Pama to the Refuge, a temporary camp set up in Kymellian space. They're short one crew member, so Phy offers Carol a lift wherever she wants to go, if she fills in for the mission, which Carol agrees to.

The next day, the Utopia joins up with the refugee ship. Pretty quickly, they're attacked by two SOK vessels, the Astor and the Ronan. The crew of the Utopia are initially despairing, seeing themselves so heavily outgunned, but they hadn't counted on Carol. With her help, they're actually able to destroy the Astor, though The Ronan, damaged but still space-worthy, is able to jump before they can destroy it. Now safe, the refugee ship is able to make the lightspeed jump to The Refuge.

The Utopians help the refugees unload. While they're working, a Kree child approaches Carol and shyly gives her a drawing of Carol in Hala-in-the-Highest. Carol nightnames the girl Beans, because her name is Bos-Tan, and agrees to sit with her at the celebration meal the refugees are throwing later to celebrate their safe arrival, since Bos-Tan is an orphan and is worried she won't know anyone.

During the party, Carol plays with Beans, and has the chance to get to know the crew of the Utopian a little better. All of them were rejected from the Empire or the Imperium for various reasons - Noh-Var because he thinks they should have a new Supreme Intelligence instead of an Emperor, K'kyy because she is a Kree-Skrull Hybrid, Mac-Ron because he's a Cyborg, and Galen-Kor because he refused to fight in the war against the Nova. She tries to ask why Phy-La was exiled, but the crew tell her that's not their story to tell.

The crew leave the Refuge the next morning. As the Utopia leaves the system, a cloaked ship which has been watching the Refuge reveals itself. On board, the Captain of the ship is recieving a message from Dr Eve. She reminds him to leave no evidence, and that younger subjects are better for her research. The Captain signs off with a "long live the Emperor", before turning the ship's guns on the Refuge.

On board the Utopia, Carol, having seen how important their work is, agrees to put off her visit to the Skrull colony on Tarnax and remain with the Utopia, at least in the short term.

On Hala, the refugees are lead into a laboratory. One by one, lab technicians inject them, while in a viewing galary, Dr Eve explains to the Emperor and Glah-Ree that the subjects are being injected with the Transmode Virus. As they watch, the subjects, even little Beans, begin to mutate, screaming and trying to escape as the techno-organic metal overtakes their bodies, transforming them into monsters.

Glah-Ree is visibly uncomfirtable, but the Emperor tells Dr Eve he impressed with this new Phalanx of troups she has created for him, and when he presses Glah-Ree, Glah-Ree just says that they're very impressive.

As the Emperor turns to leave, the audience sees his face for the first time - it Genis-Vell, but he's glowing with a light the audience is familiar with. The glow of Carol's powers.

On board the Utopia, the crew are arm-wrestling to pass the time, joking around, when the news comes in. The Refuge has been destroyed, with no survivors.

Carol is convinced that the SOK must be responsible, and wants to go after them, but Phy-La refuses to endanger her crew. Furious, Carol tells her to get stuffs and prepares to go alone, but Galen-Kor shares her views, and insists on joining her.

They take the Utopia's escape pod and head for the last confirmed location of the Ronan.

They succeed in infiltrating the Ronan and begin to fight their way towards to bridge where the commanders will be found. Just as they're about the enter the bridge, the whole ship shakes, and we see that outside the ship three warships have appeared, carrying Dr Eve's new techno-organic soldiers.

The soldiers make short work of the Ronan's crew, but the Carol's horror, they're not just killing them. They're using their ability to form long tentacal-like appendages to inject the Transmode Virus into the corpses of the slain SOK members, creating techno-organic zombies, as the virus colonises and replaces the damaged organic tissue.

As they're fighting to get back to the pod and escape, the Imperium troups catch Galen-Tor, injecting him while still alive. Carol tries to reason with him, but realises that there's nothing of Galen-Tor left, and too many TO troups to fight, so she abandons the pod and flies back to the Utopia.

She explains what happened to the crew. Noh-Var is of the opinion that if the Imperium destroy the SOK, that's no great loss to the universe, and it's one less enemy to fight. But Carol has seen enough zombie movies that she knows the new TO soldiers are a threat to everyone on both sides. They need to stop it at the source. They need to go to Hala.

Phy-La is insistent that it can't be done. Carol points out that it's hardly the first time she's fought the Starforce, but Phy-La says Starforce isn't the problem - the problem is that they're five people against an entire empire, and that no one can fight the Emperor. Carol tries to argue, and Phy-La just reiterates that no one can fight the Emperor. No one can fight Genis-Vell.

Shocked, Carol insists that Genis-Vell can’t be the Emperor, because he’s dead. When Phy-La asks where she’d heard that, Carol says that she knows, because she was the one who killed him. Phy-La just says that she must be mistaken, before storming off.

In the cockpit, we learn that Phy-La has bugs in the Emperor's personal chambers. She has the computer bring up footage from the palace. Genis-Vell is in a meeting with Dr Eve and Glah-Ree, reviewing footage of the attack on the SOK. Genis-Vell is delighted with the efficiency, and gives Dr Eve the order to increase production, starting with the prisons. Phy-La watches this unfold with horror, tears filling up her eyes, until she can’t take it anymore and shuts off the feed.

Carol’s in her room packing in preparation for going to Hala by herself, when Phy-La comes to find her. She admits that Carol is right that they need to do something. She explains that name is not Phy-La, but Phyla-Vell - she’s Genis-Vell’s younger sister. Mar-Vell had left on her mission to save the world when Phyla-Vell was a teenager, leaving Genis-Vell to raise his sister by himself. He’d wanted so much to be like her that he’d joined Carol’s assination plan, even given up his life for it, but the explosion hadn’t killed him. Instead, he’d absorbed some of the same radiation that gives Carol her powers.

Phyla-Vell had known from the start that it had affected his mind as well as his body, but she hadn’t wanted to believe it. Even after he exiled her from Hala, she’d still believed that there was something of her brother left. It’s only now, faced with the TO zombie soldiers, that she’s prepared to admit that maybe he’s gone. Carol says that she’s sorry, but she has to stop him, especially now she knows he’s a monster of her own making. Phyla-Vell says that she won’t stop her, but just blowing up the bad guy hadn’t worked out so great last time. This time they need a plan.

The crew of the Utopia hold a council of war. Noh-Var points out that they can’t just take out one side in a civil war, not when that will just leave Hala prey to the SOK. K’kyy suggests luring them to Hala, revealing that as part of her half-skrull heritage, she can shape-shift. They make a plan to trick the leadership of both sides into meeting for fake peace talks, so they can take out both sides at once, and replace Genis-Vell as Emperor - Phyla-Vell suggests replacing him with Glah-Ree, who she believes to be an honorable Soldier despite his support of Genis-Vell's regime.

On Hala, Dr Eve is inspecting her a group of powered-down TO soldiers, making notes on the process and possible improvements. As she turns away to her computer, one of the soldiers moves. Spinning around, she orders it to power down, and for the first time we hear them speak, when it tells her the Phalanx no longer take orders from her, before infecting her with the Transmode Virus.

Using Z'zyy's shapeshifting, and Noh-Var's technical knowledge to fake the source, the Utopians send messages to Glah-Ree and Inndig-O purporting to be from The Other side, seeking to surrender, and arranging a meeting on Hala.

The Utopians use the SOK's arrival as cover for their landing on Hala, and follow the SOK to the meeting.

On the steps of the palace, the Emperor is waiting, with Glah-Ree, Dr Eve, and an honour-guard of Starforce, the area surrounded by Phalanx soldiers. The meeting quickly degenerates as the Emperor and Inndig-O realise they've been tricked. When Inndig-O raises her Universal Weapon, Genis-Vell hits her with an energy blast - the same kind Carol uses. He orders the Phalanx soldiers to kill the remainder of the SOK delegation, and the Utopians prepare to spring their trap. But before they can act, Dr Eve steps forward. She informs him that the Phalanx no longer take orders from the Imperium, revealling that she has been converted. When the Emperor's Guard attack, the Phallanx soldiers quickly kill and convert them, and Dr Eve declares that Hala belongs to the Phalanx.

Screams begin from beyond the Palace walls. Flying up, Carol watches in horror as the Phalanx begin to kill the streets, killing and converting everyone they can find, making short work of the Navy and Starforce soldiers who try to stop them. As they fight, reports are coming in from other cities of the same thing happening, as the Phalanx units stationed there turn on the people.

The Utopians make for the streets of Kree-La so try and help save the civilians from the advancing Phalanx. Faced with a choice between his Emperor and his people, Glah-Ree abandons the palace, joining the Utopians in the streets.

Genis-Vell only has eyes for Carol, blaming her for the attack, and the two take to the skies for an epic laser-light-show battle.

Glah-Ree and Phyla-Vell end up fighting together. Phyla-Vell comments that the Nega-Bands Glah-Ree us using were designed by her mother. However even two Kree Super-Soldiers armed with the most powerful weapons of the Kree aren't enough. Just as it appears they and the civilians they're protecting are about to be overwhealmed when a grating opens, and the Cyborg Resistance bring them down into the tunnels. They meet up with Phyla-Vell, Mac-Ron, and Z'zyy, each with their own groups of survivors, but it doesn't take long for the Phalanx to realise where they're going.

Head leads the survivors along the same route he'd taken Carol years before, heading for the now abandonned Database, reasoning that since it was abandonned there wouldn't have been any reason for the Phalanx to attack it, and it was very high security. The plan works, and they manage to get inside the building, blowing up the entrance behind them to keep the Phalanx from following. However, they're now sitting ducks, and the Phalanx, having realised where they've gone, begin converging on the building.

Phyla-Vell calls Carol on their comms, and Carol tells them to contact Tarnax and tell them Captain Marvel said it's time to pay back their debt.

In the skies, Carol's distraction has given Genis-Vell a momentary advantage and he presses it, slowly overwhealming Carol's defences.

Mac-Ron and Noh-Var realise that in order to get a message out, they're going to have to reactivate the Supreme Intelligence. As the other survivors desperately barricade the building against the hoards of Phalanx, they race against the clock to repair the Supreme Intelligence, and send the message to Tarnax.

They succeed in sending the message, along with co-ordinates for a lightspeed jump, and get a reply telling them help is on its way.

Just as the Phalanx break through, the first ships arrive, manned by the Skrulls Carol saved in the 90s. The survivors and the Utopians all make for the ships, Noh-Var pausing to remove a hard-drive from the Supreme Intelligence's central computer before he leaves.

Phyla-Vell brings up the rear, taking down the Phalanx advancing on the civilians, but when Glah-Ree reaches to pull her aboard the departing ship, she refuses, saying that she won't leave her brother. Glah-Ree respects her decision, and gives her the Nega-Bands, saying her mother would have wanted her to have them. She tells him to take good care of their people, puts on the bands, and flies to join Carol and Genis-Vell.

Genis-Vell attacks her, not recognising her, but Phyla-Vell won't fight back, using the band's power to shield herself from his attacks while she tries to get through to him. A particularly forceful blow knocks her out of the sky, sending her freefalling towards the gathered mass of Phalanx below. As she falls she yells his name, and Genis-Vell freezes as it finally registers just who she is.

Carol flies after her, catching her just before the Phalanx catch her.

She demands to know what happened to Genis-Vell, when he'd once been willing to give up his life to save his people, and now he's willing to kill all of them, even his own sister, for the sake of his PRIDE. Finally, it seems to sink in and Genis looks around at what has become of Hala.

Phyla-Vell tries again to reason with him, and this time it works. He flies to her and the siblings embrace. Phyla-Vell says that they need to leave but Carol can see that Genis-Vell has realised the same thing she has - that they can't leave the Phalanx, when they pose a threat to the whole galaxy.

Carol says that she'll stay to deal with the Phalanx, since she blames herself for everything that's happened, but Genis-Vell refuses. He takes responsibility for the mess he has created, and says that he will be the one to do what needs to be done. Phyla-Vell is heart-broken to be losing her brother, but she doesn't try to stop him.

They say goodbye, and then Carol and Phyla fly away to catch up with the last of the Skrull ships, which is still hovering above the planet. The Utopians and Glah-Ree are waiting, and as soon as they pull them aboard, Carol tells them they need to leave immediately. Phyla-Vell stares back at the planet as the ship leaves, her brother visible as a single spot of light.

Genis-Vell watches the ship leave, and then says to himself that it's time to test just how powerful he really is. He flies down to the Palace below, crouching with his hands pressed to the earth, and begins to glow brighter and brighter, until both he and Hala explode.