For countless generations, two alien civilizations have been locked in a brutal interstellar conflict: the technologically superior Kree Empire and the shape-shifting Skrulls. Relentless Kree campaigns have pushed the Skrulls to the edge of extinction, scattering their survivors across the galaxy. In 1995, on the Kree homeworld of Hala, an elite warrior known as Vers serves in Starforce under her stern commander and mentor, Yon-Rogg. Though powerful, Vers is troubled by recurring nightmares of an aircraft crash, a mysterious woman’s death, and flashes of another life she cannot understand. She possesses extraordinary energy abilities, allowing her to unleash photon blasts, but the Kree Supreme Intelligence warns that her emotions make her unstable.
Vers joins Yon-Rogg and Starforce—Minn-Erva, Korath, Bron-Char, and Att-Lass—on a mission to rescue an operative named Soh-Larr from the planet Torfa. What appears to be a straightforward extraction quickly reveals itself as a trap orchestrated by the Skrulls. Their leader, Talos, captures Vers and brings her aboard a Skrull vessel, using advanced technology to probe her memories. Talos searches for information regarding a secret light-speed engine hidden somewhere in Vers’s past. Before he can finish, Vers escapes captivity, steals a pod, and crashes onto the remote planet C-53—Earth. Talos and several Skrulls pursue her there.
Carol crashes through the roof of a Los Angeles Blockbuster Video store, bewildered by Earth customs but determined to continue her mission. Her arrival draws the attention of S.H.I.E.L.D. agents Nick Fury and Phil Coulson. Initially skeptical of her claims about alien invaders, Fury soon changes his mind when he discovers the Skrulls can perfectly impersonate humans. During a chaotic pursuit through city streets and a crowded train station, a disguised Skrull infiltrates Fury’s car, confirming Vers’s story. Forced into an uneasy alliance, Fury agrees to help her track the Skrulls and uncover the truth behind her fragmented memories.
Using clues hidden in recovered memories, Vers and Fury travel to a Project P.E.G.A.S.U.S. facility in Nevada. There, Vers learns she was once Carol Danvers, a U.S. Air Force test pilot who worked with her best friend Maria Rambeau under scientist Dr. Wendy Lawson. Carol recognizes Lawson as the woman from her dreams who died during the aircraft crash. Further investigation reveals Lawson was actually Mar-Vell, a Kree scientist secretly aiding the Skrulls. Before Carol can fully process this revelation, Talos—having impersonated S.H.I.E.L.D. director Keller—arrives, forcing Carol and Fury to flee. Coulson secretly allows their escape.
Carol and Fury travel with Goose, Lawson’s pet cat, to Maria Rambeau’s home in Louisiana. Maria and her daughter Monica are stunned to see Carol alive, believing she died six years earlier. There, Talos arrives not as an enemy, but seeking peace. He produces a recovered black box from Lawson’s plane, which restores Carol’s memories. She remembers Yon-Rogg assassinating Mar-Vell after discovering her betrayal. As Carol attempted to destroy the light-speed engine to keep it from the Kree, the explosion infused her with immense cosmic energy. Rather than save her honestly, Yon-Rogg took the amnesiac Carol to Hala, implanted false memories, and trained her as a Kree soldier. Talos explains that Mar-Vell had been building the engine to transport Skrull refugees to safety.
The revelations force Carol to confront the life stolen from her and the identity the Kree manufactured. Maria reminds her that true strength was never given by Hala, but had always belonged to the fearless pilot who constantly got back up after every failure. Encouraged by Monica’s admiration and Fury’s loyalty, Carol begins to trust her own memories and instincts instead of the rigid doctrine Yon-Rogg imposed on her. Reclaiming her humanity becomes just as important as winning the war.
The coordinates hidden in Carol’s memories lead the group to Mar-Vell’s cloaked laboratory orbiting Earth. Yon-Rogg learns of their destination and summons Kree reinforcements. Carol, Fury, Maria, Talos, and Goose reach the station first, where Talos is joyfully reunited with his wife and daughter among the hidden Skrull survivors. They also discover the Tesseract, the powerful energy source Mar-Vell used for her engine. Before they can escape, Starforce attacks and captures Carol, forcing her into a psychic confrontation with the Supreme Intelligence.
The Intelligence tries to convince Carol that her strength belongs to the Kree, but she finally rejects their control. Tearing off the inhibitor chip placed on her neck, Carol unlocks her full power and becomes unstoppable. Surrounded by blazing cosmic energy, she tears through Starforce forces, destroys Kree fighters, and battles her former teammates. Goose is revealed to be a Flerken, a dangerous alien creature that swallows armed Kree soldiers and later consumes the Tesseract whole. Talos and the Skrull refugees flee aboard a stolen ship while Maria and Fury aid their escape.
Yon-Rogg, enraged, calls in Ronan the Accuser and a fleet of Kree warships to bombard Earth. Carol flies into space alone, effortlessly destroying incoming ballistic missiles and blasting through one of the massive warships, forcing Ronan’s retreat. Back on Earth, Yon-Rogg challenges her to prove herself in combat, but Carol refuses to play by his rules and instantly knocks him down with a photon blast. She sends him back to Hala with a warning for the Supreme Intelligence: she is coming for them next.
In the aftermath, the Skrulls take shelter with Maria as Talos recovers. Fury suffers the loss of his left eye after Goose scratches him during an ill-timed attempt to pet the creature. Before departing Earth to help the Skrulls find a permanent home, Carol gives Fury a modified pager capable of contacting her in an emergency. Inspired by Carol’s Air Force call sign, “Avenger,” Fury renames his proposed Protector Initiative as the Avengers Initiative. Decades later, after Thanos’s Snap, the surviving Avengers activate Fury’s pager—and Carol Danvers returns to answer the call.
