Appearing in "Metamorphosis!"
Featured Characters:
- ⏴ Captain Marvel (Mar-Vell) ⏵ (Main story and recap)
Supporting Characters:
- ⏴ Eon ⏵
- ⏴ Rick Jones ⏵ (Main story and recap)
- ⏴ Lou-Ann Savannah ⏵ (Controlled by Controller)
Antagonists:
Other Characters:
- Ronan the Accuser (Illusion or holographic simulation)
- Kree Sentry (Illusion or holographic simulation)
- Megaton (Jules Carter) (Illusion or holographic simulation)
- Dr. Leonard Mynde (Illusion or holographic simulation)
- Uranus/Uranos (Only in flashback)
- Chronos (Turned into a cosmic being in flashback)
- Oceanus (Mentioned)
- Zeus (Only in flashback)
- Zeus/Zuras (Main story and flashback)
- ⏴ Mentor (A'Lars) ⏵ (Main story and flashback) (Real name first revealed)
- Sui-San (First appearance) (Only in flashback)
- ⏴ Starfox (Eros) ⏵ (Main story and flashback)
- ⏴ Drax the Destroyer ⏵
- United States Army (Only in flashback)
- Nazi Party (Only in flashback)
- Hitler (Only in flashback)
- Supreme Intelligence (Only in recap)
- Death (Illusion or holographic simulation)
- Una (Main story and flashback) (Deceased)
- Devil (Invoked)
- Yon-Rogg (Vision or hallucination)
Races and Species:
- Kree (Main story and recap)
- Abstract Entities
- Humans (Main story and flashback)
- Kree Sentries (Illusion or holographic simulation)
- Olympians (Only in flashback)
- Eternals (Main story and flashback)
- Cyborgs (Only in recap)
- Birds (Only in flashback)
- Cosmic Beings (Only in flashback)
- Titanians (Main story and flashback)
- Non-Human Mutants (Main story and flashback)
- Demons (Referenced)
Locations:
- Prime Marvel Universe (Main story and flashback)
- "In-Between" in the universe
- Earthspace (Main story and flashback)
- Milky Way (Main story and flashback)
- Solar System (Main story and flashback)
- Earth (Main story and flashback)
- North America (Main story and recap)
- United States (Main story and recap)
- New York (Main story and recap)
- New York City (Main story and recap)
- Manhattan (Main story and recap)
- Midtown (Main story and recap)
- Fifth Avenue (Main story and recap)
- Avengers Mansion (Main story and recap)
- Fifth Avenue (Main story and recap)
- Midtown (Main story and recap)
- Controller's secret laboratory
- Manhattan (Main story and recap)
- New York City (Main story and recap)
- Louisiana
- Florida (Only in recap)
- Everglades (Only in recap)
- New York (Main story and recap)
- Ancient Olympus (Only in flashback)
- United States (Main story and recap)
- Europe (Only in flashback)
- Olympus (Only in flashback)
- North America (Main story and recap)
- Saturn (Main story and flashback)
- Titan (Main story and flashback)
- Uranus (Mentioned)
- Mars
- Asteroid
- Earth (Main story and flashback)
- Solar System (Main story and flashback)
- Milky Way (Main story and flashback)
- Negative Zone (Main story and recap)
Items:
- Nega-Bands
- Captain Marvel's Suit (Main story and recap)
- Controller Suit (Main story and recap)
- Cosmic Cube (Main story and flashback)
- Slave Discs
- Kree Militia Uniforms (Only in recap)
Events:
- Uranosian War (First appearance) (Only in flashback)
Synopsis for "Metamorphosis!"
Captain Marvel is brought before Eon, who claim their life's mission is to "destroy Captain Marvel the Warrior". Eon shows Mar-Vell visions of the history of Titan, explaining that Chronos created Eon to wait for the time when Thanos acquires the Cosmic Cube and change Mar-Vell from the warrior he was into the Protector he must become. After guiding him through a series of enlightening visions, Eon grants Mar-Vell "Cosmic Awareness," slightly modifies the black mask and gold decorations of the Kree captain's uniform, and transforms his hair from white to blond. With his new mindset, Captain Marvel conquers his inner demons and returns to the fight against Thanos.
Notes
- The history of Titan shown in this issue will be partly retconned in the backups of What If? #24 and 25. Here, Chronos and A'Lars are shown to be kin to the Olympians and that A'Lars was banished to space by his brother, Zeus. In the updated version, the gods are actually their Eternal counterparts and A'Lars leaves voluntarily to avoid conflict with Zuras.
- In this issue, Captain Marvel is first granted the Protector of the Universe title, his "Cosmic Awareness," and other internal changes. He also undergoes a few external changes, including his hair color being transformed from white to blond.
- The cover was originally drawn by Starlin and Milgrom with Romita redrawing Captain Marvel's head.
- This story is Job # 16117 (seen on Page 1).
- This is the first solo issue Jim Starlin writes without Mike Friedrich.
- In this issue, Eon restores Mar-Vell's romantic interest Una's body but not her soul. Her story will be continued in Captain Marvel #40.
- This issue contains a letters page, Mail It To Mar-Vell. Letters are published from Bill Cldius, Duffy Vohland, and Rod Cutheart.
Trivia
- This iconic Jim Starlin cover for this issue has been used in various Marvel merchandising especially in the 1970's. This includes Mar-Vell's 1974 Series "A" Marvel Value Stamp Vol 1 9, [1] and his 1975 slurpee cup from the 7-11 convenience store chain.