|Real Name||Carol Danvers|
|Alternate Identity|| Ms. Marvel|
|Powers and Abilities|| Flight|
Incredible Strength and Durability
Little is known about the history of Carol Danvers and her life as Ms. Marvel.
Through means unknown, Carol gained incredible powers of strength and flight. She began using the name Ms. Marvel. She wore a tight black outfit with a yellow lightning bolt on her chest with a red sash around her waist.
Carol does not like to be called Miss, typically being used only for unmarried women, and prefers Ms., used for either married or unmarried women. It is unknown why exactly. It is possible she chooses the more ambiguous title to further hide her identity.
She is apparently a pilot.
At some point, Ms. Marvel encountered the Brotherhood of Mutants several times and constantly defeated her. Over the course of their encounters she became bitter rivals with their leader Mystique.
One day, Carol learned that the Brotherhood, with a new member named Rogue, was attacking a hanger to steal an aircraft. Carol donned her superhero outfit and went to confront them once again.
The hanger doors opened and Ms. Marvel flew in front of the craft to see Rogue piloting the craft. Blob called her "Miss Marvel" and she corrected the giant before flying down towards him.
Pyro shot at her but she dodged his attacks. She flew into Blob knocking him through the back wall. She heard the engines starting as it moved out the hanger.
Ms. Marvel walked back through the hole. Mystique, in her human disguise, explained that she would not be stopped and claimed her "daughter" had a surprise for her.
Ms. Marvel flew off after the craft as it raced down the runway and lifted off.
She was close behind as it flew into the air. However, Ms. Marvel was faster and caught up.
She landed on top of the craft. She reached into the hull and pulled the top back. Inside, the winds knocked the pilot out of the seat and against the back wall.
Ms. Marvel entered and did her best to close the broken roof. The winds stopped. She sat in the pilot's seat and began flying the craft. She turned the craft back towards the airport.
Rogue suddenly grabbed her head from behind. Ms. Marvel wondered what was going on as she found her powers and memories absorbed by the mutant.
Rogue called out to her "Momma," Mystique, saying that something was wrong and she wanted to let go but could not. Mystique told her not to let go no matter what. Rogue claimed that she was scared.
Ms. Marvel began losing control over the craft and it began flying erratically. Mystique reiterated to Rogue not to let go.
With her strength slowly slipping and unable to get the mutant to let go, Ms. Marvel flew up through the roof of the craft. She cried out in pain.
The two flew up into the air. The craft crashed to the ground in a fiery explosion.
Ms. Marvel continued flying up higher and higher with Rogue still absorbing her. Eventually she stopped as she passed out.
The two crashed to the ground. Ms. Marvel landed on top of Rogue. The mutant survived the fall thanks to Ms. Marvel's absorbed powers.
Rogue pushed the hero off her as the other Brotherhood members ran up. Rogue wondered why Mystique made her do that, claiming it made her feel bad.
Pyro and Blob walked up to the unconscious Ms. Marvel. Pyro wondered who she was. He knelt down and took off the mask.
They hooked her up to a brain activity monitor and EKG machine to monitor her condition. However, her condition never improved. Because of her constant comatose state and her attractiveness, the hospital staff began calling her Sleeping Beauty.
While the body of Carol Davners was barely living in a hospital, her mind lived on. Rogue's mutant powers not only copied Ms. Marvel's incredible powers but her mind and memories as well.
Carol lived on in Rogue's mind. Rogue could access any and all the memories of Carol, while she could do the same to the her captor.
Carol became bitter towards her situation. She felt that the woman had not only stolen her powers and memories but her life as well.
Eventually she found a way to manifest herself as a vision that could be seen only by Rogue. However, Rogue did experience guilt over what she had done to her but was unable to do anything about it.
Rogue learned how to control Ms. Marvel's powers. She was demonstrating her powers to the other members of the Brotherhood. After doing a spin and flying through a tree, Ms. Marvel manifested herself to Rogue for the first time.
She appeared to be flying next to Rogue. She called out to the mutant that she stole not only her powers but her life. She changed into a hideous-looking creature, like a decomposed version of herself.
Rogue crashed to the ground. The other Brotherhood members went to her but she claimed to be fine. She then ran away from that home to look for another.
She was contacted by Professor Charles Xavier. Rogue went to the man in a hoverchair near the Blackbird. He, a psychic, explained that in order to heal Rogue he would have to make her forget Carol. She was reluctant to eliminate Carol from her psyche. Xavier apologized that he could not return Carol to her body, just quiet her inside Rogue's mind. He claimed it was best for both personalities.
Rogue joined Xavier's X-Men, using her powers to help mutants and humans. Xavier spent time with Rogue to isolate the Ms. Marvel memories as well as those of her time in the Brotherhood, turning Carol into a repressed memory.
However, Xavier went missing. While the team went on without him, no one continued Rogue's mental treatment. Eventually, Carol began freeing herself little by little. Rogue began experiencing what she called flashes of her without realizing who the woman was.
At the same time, Mystique used her shapeshifting abilities to impersonate Carol. She appeared at an anti-mutant protest, fire, and car accident so that Carol's face would be seen. She did this hoping that Rogue would see causing the repressed memories to resurface. This may have contributed to her flashes.
One day, the X-Men responded to an attack by the Brotherhood on a Farmers Market. While Blob, Pyro, and Avalanche fought the X-Men Mystique transformed into Carol. When she was knocked down into a pile of ice cream, Mystique stood over her. Rogue wondered why the woman was staring at her.
The image of Carol triggered a flash. Rogue screamed out in pain as she imagined a bolt of lightning striking behind Mystique. Rogue then saw a quick image of the decomposed version of Carol.
While unconscious, Rogue saw the faces of her friends and family. However, she recognized that something was there and ordered it away. She screamed and fell backwards.
The decomposed Ms. Marvel flew by.
Rogue woke and was comforted by her teammates Cyclops and Gambit. She told them about her flashes and how Xavier was trying to help. Jean Grey came in and showed Rogue pictures of Mystique as Carol. Rogue could not remember if she knew the woman.
However, seeing images of Carol began to break down the mental barriers. The Ms. Marvel personality tried to break out causing another flash while Rogue cried out. Rogue claimed to be fine and left out the window to get some air.
Rogue got upset and slammed her fist into the tree stump, causing it to explode and knocking Wolverine back. Carol teased her as she apologized to her teammate.
The X-Man freaked out knocking down Gambit. She then went back into the mansion looking for Jean. She went into her room.
Cyclops came up behind her, but when Rogue went to talk to him Carol appeared instead. She asked if Rogue missed her. Rogue fell to the ground demanding to be haunted no more.
Carol showed her a vision of civilian self and decomposed version. Carol pulled Rogue's psyche into her own mind so they could "meet."
She put Rogue on a rock floating in space. Carol appeared explaining that they were in the lower depths of her mind, where Carol was kept. She wanted to show Rogue what she had done to her.
Rogue asked who she was. Carol appeared in several places around her. They all screamed that Rogue took away her life. The rock Rogue was on broke apart and she fell.
Rogue stopped in mid-air and smashed the rocky debris. Carol enlarged herself and reached for her, but Rogue flew away.
The mutant woke after she crashed into Cyclops. However, Carol was briefly in command of Rogue's body. She looked around and saw the two wondering who they were and where she was.
Jean put her hand on Rogue's shoulder in comfort, but Carol-as-Rogue backed away. She entered a nearby room and lifted the couch. Jean used her telekinesis to move the furniture out of her hand.
Jean attacked her mind and Carol lost control. Rogue demanded that the woman get out of her head. Jean probed her teammates mind and sensed Carol's presence. Carol appeared to her in her decomposed version.
Rogue looked into a nearby mirror and the decomposed Ms. Marvel appeared in her place. The demonic looking Ms. Marvel leaped out of the mirror and began choking Rogue. The mutant threw punches but it passed right through her ghostly image hitting the mirror behind her.
Rogue screamed as her two teammates watched. She then flew around the room before going through the roof into the open air beyond.
Carol appeared again taunting Rogue that she now belonged to her. Rogue flew off after the vision while Storm called out for her.
Carol egged Rogue on and backed away keeping an even distance from the X-Man. Rogue continued following Carol down near the buildings.
Carol led her to the hospital and explained that she was inside. She told the mutant that Rogue put her there. She gave Rogue a quick vision of herself in the hospital bed.
Rogue floated near Carol threatening to shut her up for good. Carol disappeared as Rogue entered through a door in the roof. She entered the hospital and passed the room Carol was staying in without realizing it.
Rogue continued wandering the halls until morning looking for her tormentor. Eventually Mystique found Rogue. She transformed into Carol and was seen entering an elevator. Rogue followed up the shaft. She continued following Mystique-as-Carol down the hall into Jane Doe's room.
Rogue was startled to see the actual body of her tormentor lying in the bed unconscious. Mystique transformed back into herself and Rogue recognized her. She threatened to hit her.
Mystique went to her explaining that she wanted Rogue to get close to Carol so that she could remember what Xavier purged from her memory. Rogue demanded to know why Mystique cared.
Mystique offer to have Rogue use her powers on her so she could remember. Rogue reluctantly agreed and put her bare hand to Mystique's face. Mystique cried in pain before fainting. Rogue pulled away as her skin turned blue.
Rogue was flooded with memories of her powers manifesting when she kissed her first boyfriend Cody Robbins, being kicked out of her home by her father, meeting Mystique in her disguise, training with the Brotherhood, hijacking the plane, and the battle with Ms. Marvel.
After recalling what Mystique made her do, Rogue asked her why she made her do that. However, Mystique was struggling after the transfer of her powers.
Rogue then flashed back to learning to use Ms. Marvel's powers, her first flash with the Ms. Marvel personality, leaving the Brotherhood, and meeting Charles Xavier.
After the flashbacks were over, Mystique stood saying she had lost Rogue to the X-Men. She went to her "daughter" claiming that she just wanted Rogue back and hugged her.
Rogue shoved her away saying that Mystique had just used her, claiming that she only saw Rogue as a weapon to use against Ms. Marvel.
The Ms. Marvel personality realized that she could take over Rogue's body as in the mansion and she had Mystique's shapeshifting powers. Realizing the opportunity, she made her move.
Carol transformed Rogue's body into her civilian self. Rogue retaliated and transformed back, wondering what was going on. Mystique explained that Rogue still had her powers. She reasoned that it would fade but Rogue did not have control over it.
Carol tried once again and transformed back. She took full control and began speaking through her. She claimed to have taken over Rogue's mind.
She stated that Ms. Marvel was reborn. She transformed into her superhero costume.
The room door opened and Rogue's teammates entered. Cyclops wondered where Rogue was but Gambit realized that Ms. Marvel was her.
Rogue regained control and transformed into herself, but then into Mystique. She pleaded with Carol to make it stop.
Mystique came to her encouraging Rogue to fight Ms. Marvel. However, Ms. Marvel regained control and flew out the window with her old nemesis.
She flew over the city followed by Storm, who could not catch up with her. What she did not know was that she was being monitored by Jean using Cerebro back in the mansion.
Jean contacted Ms. Marvel causing her to transform back into Rogue. She asked Rogue to be let into her mind. Rogue agreed and let her in.
Battle for Control
Inside Rogue's consciousness, Jean stood on top a rock wondering Rogue's mind was.
Ms. Marvel became her decomposed self and sneaked up behind her. She grabbed Jean from behind trapping her, claiming the psychic had no business there.
Rogue stood on another rocking shouting at her to let Jean go. She flew towards Ms. Marvel. Ms. Marvel let go and, transforming into her normal superhero self, flew towards Rogue. She claimed she had been waiting for this fight.
The two flew towards each other and clashed. Ms. Marvel was stronger and knocked Rogue back. She flew after the mutant.
Rogue flew away trying to reassure herself that this was only in her mind. Ms. Marvel grabbed her and spun her around. She told Rogue that the mind is what made it real.
Ms. Marvel let go sending Rogue through several rocks. She claimed that once she won Rogue's mind and body would be hers. Ms. Marvel followed.
Rogue kept going through the rocks when Jean, greatly enlarged, grabbed her. Jean then grabbed Ms. Marvel. She raised the hero up saying that if Ms. Marvel destroyed Rogue then they would both die.
Ms. Marvel broke free. She claimed that she would rather go out on her terms. She then flew back to Rogue. Jean let Rogue go who then punched Ms. Marvel back.
Ms. Marvel told her that Rogue stole everything she had and everything she was. She flew towards Rogue.
The two locked hands and struggled in the air. Rogue apologized claiming that she did not mean to do what she did.
Ms. Marvel punched her back as tears began streaming down her face. She told the mutant that apologies would not give her back her life. She flew at Rogue promising to end this.
Jean then formed a metal cage around Ms. Marvel trapping her. She cried out realizing she would never be free. Rogue flew up and closed the cage.
Ms. Marvel struggled in vain to open the bars, but they would not budge. Rogue flew below and began trapping Ms. Marvel completely in metal.
Ms. Marvel screamed as she was left in complete darkness.
Rogue apologized and set the box down. Jean reassured her that Ms. Marvel left the two no choice.
In the real world, Rogue let Mystique go claiming that she was never her daughter.
The next day, Rogue decided to visit Carol in the hospital. She put on a cute outfit and brought a vase of flowers.
Rogue put the flowers down next to Carol and knelt next to her. The doctor walked in and saw Rogue, surprised that their Jane Doe had a guest.
The doctor asked if she knew the patient. Rogue told the doctor that her name is Carol Danvers. She begins to cry as she tells the doctor that they were very close.
She brushed some of the hair out of Carol's face. The two made contact as Rogue was not wearing any gloves.
Carol's personality transferred back to her body in a quick flash unnoticed by either conscious woman.
Rogue and the doctor left the room.
Unseen by either, the EKG began to move more suddenly. Then, a small smile began to form on Carol's lips as she realized she was home.
It is unknown what happened to her afterwards. Presumably she eventually woke up and got her powers back returning to her life as a superheroine.
Powers and Abilities
Ms. Marvel is a woman of many talents. Most useful in combat, she is incredibly strong. She is strong enough to topple even the immovable Blob, who himself is extremely strong and highly resistant to damage. She can bend and rip metal with ease. Deriving from her incredible strength is extreme durability. She can survive falls from incredible heights without a scratch.
Additionally, Ms. Marvel is able to fly as well as hover in place. While her top speed is unknown, she can fly faster than a jet aircraft and is faster than other flying superheroes such as Storm.
The true nature of her powers are unknown. Only she and Rogue know if her powers are derived from being a mutate like the X-Men, biology altered by some other means, or if she got them through some other worldly means.
Carol has a high sense of honor. She recognizes that Mystique and the Brotherhood of Mutants for the determent of society that they are. She made it her duty to put a stop to their actions and prevent their success. She became the main rival to Mystique, so much that the villain took desperate measures to stop her.
However, that all changed the night she met Rogue. The "daughter" of Mystique took her mind and memories leaving her body an empty shell that barely kept going with machines.
Living in Rogue's mind, Carol began to hate the woman. She met her in battle seeing her as an agent of lawlessness, and was defeated. Carol saw Rogue as no better than her "mother" and hated her with every fiber left in her being. She did not care that Rogue left the Brotherhood to join the more virtuous X-Men, just that she was Carol's captor. Even worse, Xavier isolated her in an attempt to make her disappear for good. The time spent in the lower depths of Rogue's mind made her resentful of her situation and bitter towards the person who did that to her. The once good Carol Danvers learned to use every trick at her disposal to torture and torment Rogue.
With her mind returned to her rightful body, it is possible that Carol will return to the good-hearted woman she once was. Whether she will be able to recognize the good that Rogue has done since and forgive her is another matter.
Ms. Marvel was voiced by Roscoe Handford in her first acting role.
The design is based on her second, slightly more modest outfit that she was wearing in the comics at the time.
This is the first version of the character outside the comics.
In the Comics
Her full name is Carol Susan Jane Danvers.
She was a Major in the Air Force where she met Captain Marvel. This would hint at who the Brotherhood was stealing the aircraft from and why Ms. Marvel got there so quickly.
She got her powers from the explosion of a Kree device.
She can also shoot energy blasts.
While in Rogue's body, Ms. Marvel got a new body. However, there was only enough life energy to sustain one and Ms. Marvel's started decomposing, hence her gruesome appearance in the episode.
It was Charles Xavier who restored her memories taken by Rogue.
She exhausted her cosmic powers to save the sun. Recuperated at the Avengers Mansion where she took the name Warbird.