Mar-Vell feels drained of power and switches back to Rick Jones; Rick is similarly weakened, much as he would get in his earlier adventures with Mar-Vell. He stumbles into a cafe where Lou-Ann is singing and collapses. Lou-Ann remarks "Every time I see you, you're passing out," and helps carry him back to her uncle, Professor Savannah. The professor's setup seems to have changed slightly since last issue as he now has a robot called Nuron who helps him ferry Rick to a table where he can give him another photon ray treatment.
Meanwhile, the weakened Megaton is brought to a Manhattan jail by the police who found inside the ruined power station. They throw him in a cell with a man named Hawker and Megaton flashes back to his origin again. This time we get additional details: the scientist had found something was draining their station's nuclear reactor and Jules went on a search to find out what; he discovered an outpost of the Kree and walked right into a psycho-tron device which automatically ensnared him and began performing psychological tests on him. Jules began going insane from the tests until he finally got out of the Kree base and went to bring the other researchers there, but when he returned, the psycho-tron exploded. Jules began glowing with energy as they returned to their station, which is when it exploded. So, now we know a little more about why Jules is so unstable. Finishing his reminiscence, Megaton drains energy from Hawker to empower himself, then breaks out of his cell and does the same to the police, again growing in size. But he's not satisfied yet - he wants more energy. "Enough to trample this whole blasted earth..."
Rick is being subjected to the photon ray treatment when Megaton bursts in, determined to soak up energy from the ray machine. Rick tries to concentrate and bring Mar-Vell back to fight Megaton, but he can't do it. Realizing Megaton is nearly critical mass, Rick tries to warn him. Uncertain whether Rick is right, Megaton picks him and flies them both to the Arctic and the scene of the Kree base (I guess Megaton can fly now?). Fortunately, there's a pair of Nega-Bands just sitting there in the outpost, so Rick puts them on, then clangs them together to unleash Captain Marvel. Mar-Vell insists that Megaton is dying, but Megaton refuses to listen and starts belting Mar-Vell with waves of radiation. The panels begin listing a countdown, starting at 50 seconds. Megaton asserts there's a machine in the Kree base which will drain his excess energy, but he doesn't even bother looking for it, instead continuing to battle Mar-Vell. Mar-Vell brags, "In the universal scheme of things--you're nothing! Even the cowardly Skrulls were more of a match than you... and still Captain Marvel defeated them!" Er, if he's referring to the Kree-Skrull War then it was Rick who did the heavy lifting, not Marv.
Mar-Vell finally carries Megaton straight into the air and hurls him up high, allowing him to explode. Man, atomic explosions happen fairly often in this series, don't they? (see Captain Marvel #4 & Sub-Mariner #30). Even if it hadn't been for Nitro, it's little wonder Mar-Vell eventually died of cancer.
Thoughts: After a decent first part by Gerry Conway, unfortunately Marv Wolfman kinda muffed the climax. It's never a good sign when a super-villain's origin is retconned one issue after his first appearance; I don't see that the entire Psycho-tron experience added anything to Megaton - I assumed his weird mutation was causing him to lose his mind, not that he'd been placed into a psychological test. Ultimately, it seems Wolfman only revised Megaton's origin as an excuse to get Rick Jones into a Kree base where he could find some new Nega-Bands. Even then, he has to invent new powers for Megaton to accomplish it, and Megaton's rationale for going there is half-baked too (he claims there's a device which will save him but it's unclear how he knew that and he loses all interest in checking if his powers really are killing himself the instant he brings Rick to the base).
Basically, Captain Marvel remains a series trying to find its footing, still not sure what it's about. Last issue Conway introduced the idea that Rick resents sharing his life with Mar-Vell and there's a little more of that in this issue. It's an attempt to give the series some classic Marvel angst, but boy, it makes Rick and Marv a lot less pleasant to spend time with. The best element of this two parter remains Lou-Ann Savannah, the most welcome love interest for Rick.
Next: We divert back to Avengers #106 for a Captain Marvel guest appearance!
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