(Cover Date: February, 1969)

Summary: On the ship's video screen, Yon-Rogg & Una watch Mar-Vell & Carol kiss on Earth. On his return to the ship, Mar-Vell is given an assignment from Ronan to learn about The Organization as a prelude to forming an alliance with them. Number One executes Number 23 with the Eon-Ray for his failure to capture or kill Lawson. Mar-Vell & Carol bail out of her car when The Organization's agents shoot the Eon-Ray at them. It turns the car to rust & a bird into a pterosaur. Mar-Vell snaps the neck of the pterosaur. The unconscious Carol is captured by the agents, who leave a note for Lawson as to where she can be found. Mar-Vell goes to the location, where he proposes to Number One that they be allies, much to Carol's dismay. When Carol escapes her guards with Mar-Vell's help, Number One realizes he has been decieved. Mar-Vell is attacked by the guards until Number One shoots him with the Eon-Ray. Mar-Vell wrests the gun away before he dies of old age & manages to reverse the ray to save his life. He then turns the aging ray on Number One & his guards. He flies Carol safely away from the crumbling building. Ronan orders Yon-Rogg to have Mar-Vell executed for disobeying his orders. Una flies to the surface to warn Mar-Vell but is struck down by a stun ray from the patrolship carrying the firing squad. As Una wakes up, she sees Mar-Vell standing before the firing squad & telling the officer to do his duty. more