(Cover Date: November, 1969)

Summary: Mar-Vell returns to the Kree outpost in the cave looking for Carol. Yon-Rogg has used the outlawed Psyche-Magnetron to make a killer Mandroid. While fighting it, Mar-Vell manuevers the Mandroid into destroying the Magnetron, which also destroys it. Carol is hit by a laser blast while Mar-Vell struggles with Yon-Rogg. Mar-Vell is enraged but stops himself from killing Yon-Rogg. Mar-Vell carries the unconscious Carol out of the cave before the Magnetron explodes, leaving Yon-Rogg behind.