The story opens mid-battle as Ms. Marvel and Captain America are stopping Absorbing Man from stealing a moon rock from a museum. Carol defeats the villain by wrapping her sash around his head and cutting off his oxygen until he collapses. News reporters arrive and fail to recognize Ms. Marvel in her new costume. Later, Cap tries to talk her once again into assuming the name Captain Marvel. She is reluctant about taking a dead hero’s name, even when Cap points out that Captain Marvel wasn’t Mar-Vell’s name but his legacy, one that she has truly honored. She ponders the matter while sparring with Spider-Man and on her way home. She recalls her mentor Helen Cobb, a veteran pilot who held many flight records. As she soars through the atmosphere to the very edge of space, she imagines that Helen would tell her to strive for every opportunity, and as she drops back to the Earth she decides to take on the name of Captain Marvel.
As Carol Danvers she goes to care for her old friend, reporter Tracy Burke, who is battling cancer. There Tracy shows her a newspaper story on the death of Helen Cobb in a fire. Carol recalls her brother Stevie introducing her to Helen while she was in training with the Air Force. After hearing some tales of Helen’s exploits Carol shyly asked Helen to fly with her—and Helen rose to the implied challenge.
Carol attends Helen’s funeral in costume and as she recalls her mentors’ advice to rise to fulfill her purpose, she soars into space as the new Captain Marvel.