-Streets of New York-

Captain Marvel and Bucky were on the rooftops overlooking the destruction. They were able to locate Kang's ship. It wasn't hard, as it was a giant tower standing in the middle of the city. Bucky looks down with his binoculars and sees a group of civilians captured and being sent to interment camps. He couldn't stand by any longer.

"Carol, we don't have much time we need to..." Captain Marvel interrupted him.

"Spider-man's plan is all wrong." said Carol, "Delaying our attack is pointless. We'll be wasting precious time saving these few. We might as well focus on Kang and save billions." Bucky couldn't believe what he was hearing. She is one of the good guys, and she is standing there talking about letting people die. This isn't what he stood for back in World War II.

"Carol can you not hear them? They are scared. We can't just stand by and do nothing. Carol, we can give them that hope." Carol nearly threw up hearing that garbage. He is so naive, she thought. If he only knew how dark and corrupted this world truly was. But for now she wasn't a total monster and silently agreed to help the civilians.

She flew down as Bucky leaped off from the rooftops and crashed land on top of a group of Hydra soldiers. Captain Marvel took out a horde of them, but what was odd to Bucky was she was only focused on Hydra and not civilians. He looked over and saw the look on their faces, it wasn't what he expected."

"Why are they so afraid?" Before he could get a response he gets hit by a huge blast that sends him flying across the block. She looks and sees the person who fired the blast was Nebula. She didn't give her a second thought and was charging at Nebula. She fires a giant futuristic cannon and hits Captain Marvel and she gets sent flying through multiple buildings. She lands in a random bar in NYC, she slowly gets back up with the thought of ripping her head off. The sand on the ground slowly starts to gather together and Sandman took form.

"Give up on your code, Marko? Why lower yourself and work for Hydra?" asked Captain Marvel.

"You. You're not so pure yourself." said Sandman with rage on his face. "You...You executed my family! They weren't criminals. They were good people!"

"They kept your location a secret." roared Captain Marvel. "They feigned ignorance but they knew. And for that they paid with their lives!"

Fight 1: Captain Marvel vs Sandman

Sandman wasted little time and turned himself into a giant hammer just as Captain Marvel leaped up in the air. The hammer slams down on the ground and hits her. He reforms and throws a barrel and it knocks her down. As she got up Sandman dashed forward turns his fists into maces and twirls them around hitting a few times. He then turned his body into a pure sand mode. Captain Marvel's attacks would just go right through him, dealing no damage. He turns back into normal and fires a huge burst of sand, blinding her. That distracted her enough for Sandman to create a giant sand storm that engulfed the area. Sandman reforms into a giant version of himself and smacks Captain Marvel a few times and then ends the combo with a giant open palm smack down to the ground. She gets back up and pushes him back and collided with him.

"You're nothing but a criminal." said Captain Marvel.

"You're no better." Sandman responded. Captain Marvel pushes him and hits him with a powerful haymaker. As he gets up Captain Marvel fires two energy beams and hits him on the chest. She then dashes forward and grabs hold of Sandman and smashes his face into a jukebox and tosses him aside. She then grabs him and fires multiple energy blasts while twirling in the air and then grabs hold of him and throws him to the ground, knocking him out.

"I'll be sure to visit their graves." There was a green mist coming from the ground, she figured this was an attack coming but didn't have time to react. She hears footsteps and turns around and sees Captain America.

"Carol, Thank God you're okay."

"Steve, we have to find Bucky. He's in danger!"

"We will." He said as he holds her close.

"Steve, now's not the time for..."

"Please, I missed you."

"We can beat them Steve. Kang, Spider-man. They both go down today."

"And we will rule side by side. As equals." Carol lowers her guard and goes in for the kiss. She missed this so much. She missed Steve so much. With her guard down, Steve smacks her with his shield.

"I turned to you when Sharon died. You took advantage. Manipulated my grief!" He throws his shield and it hits Carol in the face and he punches her over and over again. "Turned me into someone I wasn't meant to be!"

"That's not true!" she said as she braced for his attacks, "My love made you stronger."

"Is that what you tell yourself?" before he can attack Carol fires an energy beam, knocking him off. The green mist disappears, and things start to become clearer. She wasn't fighting Steve, she was in an illusion created by Mysterio.

"Fascinating, your biggest fear is realizing you're the true villain of the story." said Mysterio.

"To hell with your mind games and illusions." said Carol.

"The trick to any illusions is making the audience believe in one thing instead of the other. Truly you're the better illusionist.

Fight 2: Captain Marvel vs. Mysterio

Mysterio wasted little time and fired two flaming skulls at Captain Marvel hitting her. He then summons the same flaming skulls from the ground and hits her and each skull that hits her brings her closer to him. He then grabs her smashes her face on to the jukebox and tosses her. He then teleports within the smoke screen and appears behind her and hits her a couple of times and fires a mist onto her. It didn't hurt her, but she found herself struggling to move. She wanted to move with her left foot, but she moved her arm instead. She wanted to move her right arm, but she wrinkled her nose. Soon backwards was forward, and forward is backwards. Mysterio took advantage and hit with a giant spark that blinded her temporarily. Mysterio creates multiple images of himself and continuously attacks her. Finally they all surround her and fire an energy beam that knocks her down. She gets back up and pushes him back and collided with him.

"I'm tired of your magic tricks." said Captain Marvel.

"It's not magic, they are ILLUSIONS!" said Mysterio. Captain Marvel pushes him and hits him with a powerful haymaker. As he gets up Captain Marvel throws the barrel and it knocks him down. She then dashes forward and hits him with a combination of punches and kicks and turns her fists into energy blades hits him in the face over and over again. She then fires an energy ball that just floats in air. She leaps over Mysterio and knocks him back to the ball, he gets hurt by it and bounces off of it, and Captain Marvel hits him again towards the energy ball and continues to bounce off of it. Finally Captain Marvel hits him one last time knocking him out.

"Your magic trick is over." Mysterio attempts to spray her with more of the green mist. But Captain Marvel was able to grab hold of his arms and crushes it in her hands. Mysterio screams in pain and collapses. Before she can finally take care of him, she hears more explosions. She couldn't let Bucky die out there. So she flies off towards where he was.

Bucky was on the ground still recovering. He was coming to, and then Nebula approaches him with a dagger. She gets on top of him and without saying a word attempts to stab him with the dagger. Captain Marvel flies in and tackles Nebula, stopping her from killing Bucky.

"Nebula. I remember you. I didn't think you would get involved in Earth's affairs." said Captain Marvel.

"I care very little for your planet. I'm here for something else. And if working with Skull helps me achieve my goal, then so be it."

Fight 3: Captain Marvel vs Nebula

Nebula fires an energy beam at Captain Marvel that hits her on the chest. She then teleports above her does an overhead kick and knocks her down. She then turns arm into an electric whip at attacks Captain Marvel with a few lashes and brings her in closer and then does a flying kick to knock her back. She grabs her and then stabs her multiple times with her dagger and then kicks her again. She fires another electric burst that stuns her and attacks her with more of the dagger strikes. Nebula has a power overload and does more powerful versions of her attacks. She then hits her with an electric baton. This distracted Captain Marvel enough for Nebula to unleash the full power of her cybernetic enhancements, barraging her opponent with a relentless onslaught of energy blasts and melee strikes. She finishes by delivering a devastating energy-infused punch, launching her opponent into the air before blasting them with a powerful energy beam. Captain Marvel gets back up, pushes her back and collides with her.

"Who do you work for?" demanded Captain Marvel.

"I don't have to answer you!" replied Nebula. Captain Marvel pushes her and hits her with a powerful haymaker. She then enters her Binary form, making her faster and stronger. She continuously attacks her, dealing more and more damage. Captain Marvel then grabs Nebula by her throat and flies high in the air, throws to the ground and lands on top of Nebula knocking her out.

"Now, Talk!" She walks over and grabs Nebula by the throat and lifts her up. "Tell me how to kill Kang." Nebula just laughs, but laughs in pain as Captain Marvel is choking her out.

"Even if I knew I wouldn't tell you." Captain Marvels grips tighter.

"You're lying. NOW TALK!" Captain Marvel gets hit by a bullet. It didn't hurt her, but it did grab her attention. She punches out Nebula and throws her to the side, and turns to see it was Deadpool.

"Hey Carol it's me Deadpool. I shot you!"

"Wade...Stay out of this."

"Hmmmmm nah can't do that. Besides you heard Petey the Weeny, no killing."

"You lecture me about killing? This has to be a joke."

"You want to hear a joke? Captain America loving you and seeing you as anything as a rebound."

Fight 4: Captain Marvel vs Deadpool

Captain Marvel summons blasts of dark energy, each strike pulsating with destructive force. Deadpool, however, dodging and weaving through the onslaught with acrobatic finesse. Deadpool retaliates with a flurry of sword strikes, each blow aimed with deadly precision. Captain Marvel, undeterred, counters with devastating punches sending Deadpool back. She picks up a nearby car and slams it on Deadpool. The car explodes and sends Deadpool in the air. She leaps up and throws him to the ground and fires a flurry of energy blasts at him. She lands and Deadpool pushes her back and the clash.

"Where's that famous mouth of yours Wade." said Captain Marvel.

"Sorry you're not my type." said Deadpool. Captain Marvel pushes him back and delivers a powerful haymaker. As Deadpool gets up Captain Marvel decides to end this fight. She upper cuts him in the sky and she fires a very powerful energy beam that sends him to the sky. She quickly flies up and throws a giant ball of energy at him and he comes crashing down, knocking him out.

"Should've killed you when I had the chance." She walks right over to Nebula, and Nebula knew this was it. She quickly transmitted all the data she collected. Captain Marvel no longer was holding back. Fires a giant energy blast at Nebula. At this point Bucky came to and saw it all going down.

"CAROL NO!" He was too late. Carol charges up her fists and punches Nebula's head, shattering it into millions of pieces, ending Nebula's life.