The issue carried two main storylines tied together by Rogue. It opened with the rescue of Carol "Ms. Marvel" Danvers who had been found by Jessica "Spider-Woman" Drew. Spider-Woman was concerned about Carol's seemingly unusual coma and called in Professor Charles Xavier. Professor Xavier confirmed that Carol was indeed in an unnatural comatose condition and, using his mutant powers, was able to retrieve an image of Rogue from Carol's subconscious mind.

This was the first actual glimpse readers got of Rogue. Professor Xavier had gained this image from his initial scan of what was left of Carol's subconscious mind and his touch here allowed him to share that image of who he believed to be Carol's assailant with Spider-Woman.

Meanwhile, the second storyline in the issue followed the activities of Rogue and confirmed that she was the actual assailant of Carol Danvers and that she had permanently gained the powers of Ms. Marvel after a fight with Carol the night before in San Francisco.

Rogue's first order of business was taking out the Avengers, one by one, starting with Captain America.

Rogue wasn't working alone. Her plan to take out the Avengers was masterminded by Raven "Mystique" Darkholme, who had taken Rogue in as a young child and raised her. Here in this first official appearance by Rogue, she is referred to by Mystique as a "protege'", but Rogue would later be shown to be more of a foster daughter to this head villainess of the Brotherhood of Evil Mutants. The other members of the BOEM had been captured and incarcerated. They were also the reason for this attack on the Avengers as Mystique and Rogue attempted to break their teammates out.

The plan failed in the end as Mystique's scheme had counted on Rogue being able to absorb all the Avengers minus a maximum of two. When Rogue's third failed attempt took place, the plan started to fall apart and Mystique decided to get out while she could. It seems even in this first appearance as a villainous member of the BOEM, Rogue was still only beginning to see Mystique's darkest sides. Rogue reluctantly joined Mystique's getaway and they abandoned the attempt to free the rest of the team with the hope to try again at a later time.

Carol Danvers, meanwhile, was able to recover at least some semblance of self with the help of Professor Xavier. She was able to remember who she was and some connections to her previous life, but she would never fully regain the emotional ties that had gone with those connections or her Ms. Marvel powers. These would become a part of Rogue's permanent memories and psyche and would eventually drive Rogue to seek out Professor Xavier for help in dealing with her now dual psyche and to join his team of X-Men.