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The planet Hala, capital of the Kree Empire, 1995. A woman called Vers — Brie Larson, blonde, in a green-and-black tactical Starforce uniform — is sparring with her commander Yon-Rogg (Jude Law) in a moonlit Kree training facility. She has photon-energy blasts that fire from her fists. Yon-Rogg has been training her for years to keep those blasts under control — he tells her, repeatedly, that her emotions are her enemy. Vers has been experiencing the same recurring nightmare for six years: an explosion in midair, a woman whose face she cannot quite see, photon-cyan radiation pouring out of an engine she's standing too close to. Vers does not know who she is or where she came from. She knows only that she was recruited by Yon-Rogg to Starforce six years ago. She believes she is a Kree warrior.

She and Starforce are dispatched on a covert mission to recover a Kree spy from a planet under threat by the Skrulls — green-skinned shapeshifters who can mimic any biological organism by touch. The Skrulls are the Kree Empire's existential enemy. They have been at war for centuries. On the rescue mission, Vers is captured by the Skrull leader Talos — Ben Mendelsohn, soft-voiced, in Skrull form — who straps her into a neural memory-probe chair. The probe is meant to extract Skrull intelligence. Instead it reveals Vers's hidden Earth memories. Talos sees images of an airfield, of a young Latina female friend, of test flights, of the same woman in the recurring nightmare. The location they're looking for is on Earth — coordinates buried in Vers's suppressed memory. The Skrull team makes a course for the planet they don't yet know is called Earth.

Vers breaks out of the memory probe and crashes through the Skrull ship's ceiling to escape. She blasts a power conduit, fires her cosmic-energy pulses through three Skrull guards, and steals a Skrull escape pod which she pilots in a barrel-roll dive down through Earth's atmosphere. She crashes through the roof of a Blockbuster Video store on a Los Angeles strip mall at 3 AM in 1995. She emerges from the wreckage in her Starforce uniform standing in front of a Tom Cruise True Lies cardboard cutout. The store manager, locking up for the night, runs screaming.

She walks out of the Blockbuster onto Hollywood Boulevard. She's never been on Earth before, as far as her conscious memory is concerned. She has no money. She has no idea where she is. She's about to test her cosmic pulse on a phone booth when a black government Buick pulls up at the curb. Nick Fury — Samuel L. Jackson, age 45, both eyes still functional, hair black — steps out in a dark suit and badges her. He's a young SHIELD agent. His new partner, Phil Coulson (a young Clark Gregg) is in the passenger seat. Fury introduces himself; Vers introduces herself as "Vers" (Yon-Rogg's nickname for her, not her real name). The conversation is interrupted by a Skrull who shoots at them with a plasma rifle from across the parking lot. Vers and Fury fight three Skrulls who have followed her down. They escape together in Fury's Buick.

The car chase to Project Pegasus. Vers and Fury drive across the Mojave to a classified Air Force base where Vers's memory has been pulling her — Project Pegasus, where the U.S. Air Force has been storing experimental aerospace technology since 1989. Inside the base's secret archive, Vers finds a black box flight recorder from a 1989 plane crash. The crash killed Air Force test pilot Captain Carol Danvers — Vers's real human name, now seen on her own personnel file with a black-and-white photo of a face Vers recognizes. The pilot in the photograph is her. She's been Carol Danvers her entire life. The Kree erased her memory six years ago and recruited her as Vers.

She and Fury drive south to Louisiana to find Maria Rambeau — Carol's best friend from Air Force test-pilot training, a Black single mother now raising a six-year-old daughter named Monica Rambeau on a swamp-bayou airfield outside New Orleans. Maria has been mourning Carol's death for six years. She walks out of her trailer, sees Carol alive on her porch in a Kree uniform, and collapses into her arms in tears. Monica — six years old, asthmatic, in pigtails — recognizes Carol immediately. "Auntie Carol!" The Rambeau home is full of Carol's old jackets, Carol's flight gear, Carol's books. Carol's life had been with the Rambeaus.

Maria and Monica drive Vers to the Mar-Vell crash site three miles into the swamp. The plane wreckage is still on the ground from 1989. The flight recorder reveals what happened: Carol and Dr. Wendy Lawson — Carol's mentor, a brilliant aerospace engineer — were flying an experimental Air Force test plane in 1989 to evaluate a faster-than-light engine prototype Wendy had built. Yon-Rogg's Starforce ambushed the test flight. Wendy was actually a Kree scientist named Mar-Vell, who had defected from the Kree Empire after discovering the Empire was committing genocide against the Skrull people (the Kree were the aggressors all along, not the Skrulls). Mar-Vell had been hiding refugee Skrull families on a cloaked spaceship in Earth's orbit and was working on a faster-than-light engine to relocate them off-galaxy where the Kree couldn't pursue. Yon-Rogg killed Mar-Vell on the runway. The light-speed engine exploded. Carol, standing too close, absorbed the engine's cosmic energy directly into her cellular structure. The Kree found her seconds later, took her body offworld, planted a neural inhibitor in her neck, programd her brain to believe she was Kree, and recruited her into Starforce. Vers has been Carol Danvers and a brainwashed Skrull-genocide weapon for six years.

Talos and the Skrull family arrive at Maria's airfield. Talos has dropped his weapons and his hostile pose. He confirms everything from the flight recorder. The Skrulls are refugees. The Kree have been hunting them across the galaxy. Mar-Vell's hidden orbital ship still holds about three hundred Skrull civilians — old people, children, sick people — who have been hiding from the Kree for six years. They need someone to defend them. Carol asks where the ship is. Talos points up at the sky.

Mar-Vell's hidden ship. Carol, Maria, Talos, and Fury fly up to the cloaked orbital station in Mar-Vell's old Quadjet (with Goose, Carol's tabby cat from her Air Force days, in a carrier). The station is full of Skrull refugees. Mar-Vell's original light-speed core — the same engine that gave Carol her powers — is still hidden in the ship's vault. Carol stares at the engine. "This is what made me what I am." The audience finally understands the recurring nightmare. Then Yon-Rogg arrives in person with the full Starforce squadron — Korath the Pursuer, Minn-Erva, and other Kree commandos — to take Carol back. Goose the cat — actually a Flerken, an interdimensional alien species that resembles a tabby cat but has tentacle-extruding pocket-space organs in its mouth — attacks the Kree boarding party and devours four soldiers via mouth-pocket tentacle. The Skrulls escape on the orbital station. Goose, in the chaos, eats the Tesseract — the Space Stone that Mar-Vell had been using as the light-speed engine's power core — and stores it in its Flerken-stomach. Then Goose scratches Fury across the eye while he's trying to pet it. Fury loses his left eye on the spot. "You'd think I'd lost it in some heroic combat. Nope. I lost it to this cat right here." The eyepatch we've seen on Fury for the entire MCU was caused by a Flerken.

The orbital station, with the Skrulls aboard, escapes to deep space. Carol, in cosmic-energy form, intercepts Ronan the Accuser — the same Kree fanatic from Guardians of the Galaxy (2014) — in space and destroys his bomber flotilla on her own. The Kree had been planning to bomb Earth in retaliation for Carol's defection. Carol stops them. Ronan retreats. Then Carol returns to Earth's atmosphere and confronts Yon-Rogg in the Mojave desert for the final scene. Yon-Rogg tries to bait Carol into a fair fistfight without her powers — "prove to me you can fight without your cosmic blasts, Vers" — and Carol, fully aware of what he's doing, fires a single cosmic-blast through his chest. "I have nothing to prove to you." She picks Yon-Rogg up by the collar and dumps him into the cockpit of his own Kree fighter for a return-to-Hala flight. "Tell the Supreme Intelligence I'm coming to end it." She kicks the fighter into the sky.

Aftermath. Carol returns to Maria and Monica. She tells them she's going to escort the Skrull refugees to a new home in deep space — she's the only person who can outrun the Kree across galactic distances. She'll be back. She hugs Monica and gives her a piggyback off the porch. Maria hands her a leather flight jacket from Carol's old test-pilot days. Carol pulls a Sharpie out of her pocket and modifies her Starforce uniform on the spot — she draws the Air Force star insignia on her chest, paints the green and black of the Kree uniform into the red and blue and gold of the original Mar-Vell aesthetic from the comics. She's now Captain Marvel. She flies up into the sky.

Fury, back at SHIELD HQ in DC, writes a classified memo to his director outlining the lessons learned from the Carol Danvers encounter. The world might one day need allies beyond the planet. He's been thinking about a new task force — a small assembled team of extraordinary individuals to deal with extraordinary threats. He starts writing names on a list. He keys the file name onto his computer: he wants to name the task force after Carol's Air Force callsign. Her callsign was "Avenger." Fury types AVENGER INITIATIVE into the file name. The original Phase 1 setup gets its full origin in a single quiet shot. Stan Lee is on a bus reading the script for Mallrats (1995) as Fury walks past.

Mid-credits. The Avengers Compound, post-Snap, three weeks after the climax of Infinity War (2018). Cap, Black Widow, Banner, and Rhodey — the only Avengers left after the snap — are gathered in a conference room around the small flip-phone pager Fury used right before he disintegrated to dust. The pager has been transmitting an emergency signal continuously for three weeks. It just stopped beeping. Steve Rogers turns toward the window with a flat expression. "What the hell is going on?" Behind him, in the doorway, Carol Danvers materializes silently in her Captain Marvel costume, having traveled from a Skrull refugee station six galaxies away. "Where's Fury?" Cut to credits. The audience now knows Endgame is officially next.