CM, Ms Marvel and Protector are carrying the limp forms of
Beast,
Thor and Vision to the centre of the city, where an Accuser is about to execute
Captain Britain,
Valkyrie and James Rhodes (without his
War Machine armour). But Vision is able to free the brainwashed heroes from Minister Marvel's dream, and they realise that the Phoenix will destroy the planet rather than evolve its inhabitants. CM and Vision then stop the execution and free the minds of more people. And the Accuser tells them where to find Minister Marvel.
The Minister is with his son who he calls Marvel Mind - the source of the mind control. It turns out they are relatives of Captain Mar-Vell, whose actions in becoming a champion of Earth brought shame to the family name. Minister Marvel really believes what he preaches, and expects that his deeds this day will restore the family honour. But now that Marvel Mind has kept the populace peaceful until the Phoenix Force got here, he is no longer necessary - and the Minister kills his son.
Captain Marvel, Thor and Vision invade the palace. Minister Marvel greets his uncle and then blows his own brains out, presumably confidant that events will make him a hero to his people anyway.
The other Avengers are debating what to do. There's no time to evacuate Hala, so they must stop the Phoenix somehow. Beast suggests that Ms Marvel can do it, and she immediately realises what he means. (But of course they don't tell us for reasons of suspense.)
The Kree spacefleet is ordered back from futilely attacking the Phoenix Force. Ms Marvel and Thor approach it. Carol Danvers makes use of a nearby white hole to regain her old Binary powers. Binary then starts siphoning the Phoenix through herself and into a portal Thor's hammer creates to a distant part of the universe. She almost becomes lost in the exhilaration of the Phoenix power. But the Phoenix rejects her.
Captain Marvel catches the falling body of Ms Marvel, as Captain Britain flies up to take her place. He tries to force the Force through the portal. But CM tells Carol that the Phoenix wants him, to reclaim the part of the Phoenix Force that Minister Marvel used to resurrect him in
#26. So CM hurls CB away, and faces the Phoenix alone, letting his life force be reabsorbed.
In an epilogue the Force has gone back on its path towards Earth. The Avengers are recovering from their wounds, and the Kree are repairing their
quincarrier for them. And Carol Danvers is musing over the heroism of Captain Marvel. Throughout this issue she has been a voiceover recounting the story in a report for
Tony Stark. Now she talks of taking on CM's name to honour him.
The story continues in
AVENGERS #26
Give that special marvelite a timely gift