After Rogue became responsible for Captain Marvel losing her powers, Carol Danvers has kept her distance from the reformed villain turned hero. However, when their paths regrettably cross again, Rogue has a terrifyingly powerful upgrade–one that is Captain Marvel’s worst nightmare.
Rogue and Captain Marvel first crossed paths in Avengers Annual #10 by Chris Claremont and Michael Golden. In this issue, Rogue had yet to become a member of the X-Men and instead was a member of Mystique’s villainous crew of criminals who were hellbent on dismantling the Avengers. The first step in that plan was to use Rogue to steal the powers of Ms. Marvel, thereby incapacitating one of the Avengers’ strongest members while also giving one of their own members immense power to use against the Avengers. Rogue’s mutant powers grant her the ability to drain the life force and superpowers of anyone she touches assuming the person she touches is superhuman, otherwise just their life force is drained. Mystique’s plan worked perfectly, though while she and Rogue ultimately failed in destroying the Avengers, the scheme left a lasting mark on Carol Danvers that has stayed with her from that moment on.
In Captain Marvel #4 by Kelly Thompson and Carmen Carnero, Captain Marvel is trapped in an alternate dimension where the New York she knew is gone and all that is left is a post-apocalyptic wasteland ruled by a villain known as Nuclear Man. In this issue, Carol is forced to fight in a gladiator-like arena against Rogue who was also captured and brought to this world for the sole purpose of fighting Captain Marvel. As if that wasn’t bad enough, Rogue is being mind-controlled by Nuclear Man, so she isn’t holding back against Carol in their battle. Plus, it is revealed in this issue that Rogue received a huge upgrade since the last time Carol saw her, one that allows Rogue to drain someone of their power and life force without even touching them. Given that Rogue can be powerful enough to take on Marvel's Superman, this upgrade is no joke.
When Carol Danvers was first attacked by Rogue in this issue, she was immediately triggered and experienced a flashback of when Rogue first attacked her in Avengers Annual #10. The fear and panic that overwhelmed Carol as Rogue wrapped her hands around her throat was overwhelming, but she was soon able to throw her attacker off of her and reposition for a counterattack. However, even after Rogue was off of her, Captain Marvel’s powers and life force were still draining which only made the already terrifying and traumatic situation that much more nightmarish.
After being comatose for a long time following Rogue’s first attack, Carol Danvers is automatically reminded of that horrifying trauma every time she finds herself in the same area as the X-Men member. Rogue stole Captain Marvel's powers, traumatizing her forever, and in Captain Marvel #4, she ups the fear factor with her impressive upgrade by also making Captain Marvel feel as though there is no escape from her, that Carol will be absorbed by Rogue even if they aren’t touching–creating a terror beyond Captain Marvel’s worst nightmare.