The story begins in space with Captain Marvel talking to the strange creature Eon, created by Kronos billions of years ago. Eon explains that Marvel needs to change completely in order to defeat the evil Thanos. Meanwhile Drax escape from the mountain where Thanos had left him last issue and fly away after Captain Marvel, and the Controller had captured Lou-Ann again and Rick Jones is under the wrecks of the Avengers Mansion. Eon continues to explain what changes Marvel has to make in order to become aware of everything in Universe and then be able to fight Thanos. He should not be a warrior anymore, but a protector. Eon then completes the metamorphosis in Captain Marvel body and conscious.