Cover pencils by John Buscema, inks by Dick Giordano. Enigma of Fear!, script by Gerry Conway, pencils by John Buscema (breakdowns) and Joe Sinnott (finished art), inks by Joe Sinnott
 
Kerwin becomes the Destructor and promises to take down Ms. Marvel for AIM; Scorpion escapes from AIM's clutches; Carol, freaked out by her blackouts and lack of memory, visits her friend Barnett who discovers she is Ms. Marvel during a hypnotic session but fails to tell her; Ms. Marvel takes on Scorpion and Destructor.
 
Ink Stains on Virgin Paper article by David Anthony Kraft; Origin of Ms. Marvel revealed; Mary Jane cameo. Ad for Ricochet Racers featuring Spider-Man and Captain America.