This week, we propel forward into the upcoming Kree/Skrull showdown when S.W.O.R.D. gets a nasty surprise and it’s up to Ms. Marvel to save the day.

Okay: one note before I get into this. It really, really helps if you go back and watch episode ‘459’ from the first season because honestly? I barely remembered a lick of what happened with the last Avengers/Kree run-in, other than Carol Danvers getting her Ms. Marvel powers. So if this week’s episode was a little… confusing for you, you’re not alone. Yes, yes, bad recapper for not putting her usually flawless recall skills to work, but yeah, it was one of those EMH episodes after the Gamma World two-parter and before all the Kang stuff so I just… forgot. But on to the episode:

We open in space, at the S.W.O.R.D. Damocles base. S.W.O.R.D, in case you didn’t know/remember, is a governmental counter-terrorism and intelligence agency that deals with extraterrestrial threats. Think S.H.I.E.L.D., but for aliens. Government stuffed-shirt Henry Gyrich is grilling Carol Danvers about how many aliens they’ve captured in her time with the agency, to which she responds “Um… none?” Meanwhile, Agent Abigail Brand is trying to get some non-responsive artificial intelligence to go live, and in wish-fulfillment of anyone who’s ever owned a computer, points her gun at it and threatens it. To sum her up, Agent Brand has green hair and she is amazing.  Carol interrupts her when the radar detects a threat. “Not now, Agent Danvers, I’ve got a computer to shoot.” Carol points to the glowing purple cloud approaching the station.

The cloud reveals itself to be a Kree ship. Agent Brand tells the ship to stand down, since it’s come into protected Earth airspace, but the aliens say that the Earth is now under the control of the Kree Empire. The Kree fire on the base and their shields barely hold them off. Brand tells Carol that it’s time to see what her new powers are made of and tells her to assemble a team to protect Earth.

Back on Earth, at the Avengers Mansion, Cap and Tony return from some training, the in-joke being that Cap usually wails on Tony and calls it training. (“I only blacked out that one time!”) The Hulk tells them that they got a message from SHIELD. Awkward pause. Because, you know, apparently aliens are invading. The Hulk is about as good at taking down and delivering messages as I am. The team half-assembles because Black Panther, Hawkeye, and Wasp are out in Los Angeles, seeking out the Serpent Society.

And not a moment too soon, because S.H.I.E.L.D. has already been pretty thoroughly whupped by the Kree. The Kree envoy is revealed,featuring, most notably: Yon-Rogg, Ronan the Accuser, and Mar-Vell, who appeared in ‘459’, saved Carol’s life and gave her her powers. While the other Kree already anticipate that the human race will fall easily, Mar-Vell tells them that they underestimate Earth’s “warrior spirit.” If you recall, Mar-Vell was undercover for the Kree as a S.W.O.R.D. agent named Lawson before he revealed himself to the Avengers. Apparently Ronan the Accuser is there on behalf of the Supreme Intelligence to pass judgement on Earth, whether or not it’s fit for colonization or destruction. But before he can do any more judging, Carol Danvers shows up, now dressed as Ms. Marvel and starts throwing down. (This part of my notes has a lot of these: !!!!!!!!!) She’s shocked to find Mar-Vell there, still calling him Lawson. But they don’t have much time to talk before Ronan starts wailing on our blonde heroine. She holds it together but just barely. Meanwhile, from space, the Kree prepare to launch 5,000 attack squadrons.

At the Damocles base, Kree soldiers teleport in and begin shooting at the S.W.O.R.D. agents. They use the base to broadcast a worldwide message to Earth: Surrender or be destroyed. In New York, the crowd looks on with fear as the Kree soldiers begin to flood the streets before Iron Man and the team show up. There’s a brief stand-off between the Avengers, Yon-Rogg and the rest, and Mar-Vell implores the team to surrender before the Kree attack with full force. Much to Iron Man and Hulk’s surprise, Captain America ignores this and attacks anyway. (Remember kids, Cap’s a dirty Skrull.)  Ms. Marvel arrives on the scene and knocks Mar-Vell through a building. Meanwhile, a pretty decent fight between Hulk and Yon-Rogg goes down and it was nice to see the green guy get a decent smash in. Carol asks Mar-Vell why he’s trying to get Earth to surrender to the Kree. Pretty good question since she took her superhero name from him. He told her he tried to convince the Kree that Earth was of some scientific interest but failed and now something much worse is on the way. “Earth cannot survive what’s coming.”

Back on Damocles, Agent Brand and Gyrich seem to be the only ones left alive, or at least standing and Brand overhears a Kree soldier that they are jut waiting for a signal in order to destroy Earth entirely. Operating the S.W.O.R.D. tech that was previously not working is an alien, who looks like hybrid between a dragon and a red dog. Brand manages to take over and tells Carol not to let Ronan deliver his “judgement” – the order that will destroy earth. Back on Earth, Ms. Marvel has engaged Ronan in battle and he seems to be making pretty short order of her and mocks her, saying that she’ll give up just like the rest of planet earth. “You don’t know me at all,” she rages back.

Agent Brand faux-surrenders on behalf of Earth, trying to stall the whole ordeal. She talks to the red alien and asks him how he got the comm working. The alien’s name is Sydren. (I had to look that one up, apologies S.W.O.R.D. fans but his introduction comes out  of NOWHERE.) The Kree on the base attempt to regain their control when Brand reveals, much to Gyrich’s surprise, that she has some awesome powers of her own. The green hair was a tip-off, really, but I don’t know what the realistic expectations are for a secret intelligence agency in space. Back on earth, the fight is winding up and Ronan finally gives the command to destroy earth. But before he can succeed, he  first tries to get rid of Carol. Mar-Vell intervenes and is injured trying to save her. Carol doesn’t take this very lightly and ends the fight, incapacitating Ronan while the Avengers take care of the rest.

At the Avengers mansion, Carol and the team lock-up the Kree envoy team and Tony is definitely aware of her amazing abilities. He enthusiastically asks her to join the Avengers, to which Carol says yes with equal enthusiasm. (This part of my notes also had a lot of !!!!) In the supervillain cells, Mar-Vell sits, locked up and tells Tony and Carol that Earth is now a threat to the Kree and that they need to prepare for the oncoming storm. They walk away only to reveal a quick glimpse of Kang the Conqueror waiting outside his cell. In another room, Skrull-Cap picks up a communication device and delivers a message, saying that the Skrull need to move up their timeline if they intend to enslave the planet.

A tricky episode this week. Like I said, if you don’t remember season one’s one-shot episode ‘459’, you’re pretty much screwed for catching some of the larger plot details for this episode, as well as picking up on some of the subtleties about the relationship between Carol and Mar-Vell. This is also a pretty weak episode for the Avengers in general, seeing as half of them are missing, and the team members who do show up don’t get to do much but fight and quip as they are won’t to do. Like I said, the individual fights between Ronan and the Hulk as well as Ronan and Ms. Marvel are visually terrific, which this show can occasionally struggle with. Some scenes don’t flow very well and the whole will-they-won’t-they-destroy-earth thing didn’t hold much tension.

But this episode was great for two things: Ms. Marvel and Agent Brand. Both of them get their moment in the sun, and get to be very interesting characters in the short time they’re given. Carol is wonderful in this universe: tough, mature, dedicated, loyal and I was elated when she decided to join the Avengers, because really, they could always use another level head. Brand was equally fun and while I can’t say I was big on S.W.O.R.D. this episode, I could watch an entire episode devoted to her. (Fun fact: Abigail Brand is a Joss Whedon creation, making her debut with S.W.O.R.D in ‘Astonishing X-Men’ #6. Pretty cool considering we’re just 11 days away from Whedon’s big blockbuster take on Earth’s Mightiest.)

And I close with a legitimate, potentially even stupid question: Was EMH using music from ‘The Avengers’? Call me crazy but it sounded like a lot of the themes throughout the episode sounded like some of Alan Silvestri’s creations for the upcoming film. Check out the soundtrack preview on Amazon for me and let me know if I’m losing it.

Did you miss an episode? Check out our recap of last week’s episode: ‘Acts of Vengeance‘.