(Cover Date: January, 1969)

Summary: Mar-Vell is attacked by Aakon soldiers after he kills their commander, but he manages to escape them. While searching Mar-Vell's hotel room, Carol is kidnapped by the robot assassin, Cyberex. Mar-Vell goes to Lawson's lab to rescue her & fights against Cyberex. The Aakon follow Mar-Vell, thanks to a signal from Yon-Rogg. They all fight each other, with Cyberex eventually killing the Aakon, & Mar-Vell destroying Cyberex for good this time. Yon-Rogg torments Una about Mar-Vell being with the grateful Carol.