Carol Danvers (Brie Larson) gained her powers when she destroyed the light speed engine, which was powered by the Tesseract (the Space Infinity Stone). The Skrulls have been living on the Imperial Kree Star Cruiser by order of Mar-Vell, a Kree scientist who lived on earth as Dr. Wendy Lawson, Danvers’ mentor. Danvers defeats several Kree mercenaries, but sends Yon-Rogg (Jude Law) back to Hala with the demand that the Kree never return to earth. She leaves to explore the galaxy with the Skrull to find a new homeworld where they can repopulate in peace.
13 years later, she responds to the distress signal sent by Nick Fury (Samuel L. Jackson) at the end of Infinity War.
Carol Danvers is a former Air Force pilot who now has otherworldly powers and works with the Kree Starforce on the planet Hala, and she has little memories of her past. She and her comrades are tasked with fighting the shapeshifting aliens known as Skrulls. During a mission, Carol escapes from the Skrulls and lands on Earth where she is found by Nick Fury. With his help, she goes on a mission to find out about her past. Meanwhile, the Skrulls and their leader Talos arrive on Earth to find Carol.
Carol’s ordeal started when her superior, Dr. Wendy Lawson, took her on a mission to deliver an energy core to the Skrulls, as they are not villains, but alien refugees seeking a new home. Starforce’s commander Yon-Rogg found Lawson, who was really a Kree renegade named Mar-Vell, and he killed her before going after the core, but Carol shot at it and absorbed its power before Yon-Rogg took her in to use as a weapon. After finding her old best friend Maria Rambeau, Carol is encouraged to help Talos and the Skrulls.
Carol, Fury, Talos, and Maria find Mar-Vell’s laboratory, which contains the Tesseract, which is the energy core’s source. There, Talos reunites with his family as well. Starforce shows up and captures Carol, but she overpowers them and helps her friends escape while fighting her former allies. They are nearly taken out by Ronan The Accuser and his goons, but Carol obliterates most of the Kree before they can do any further harm. Yon-Rogg goes after her, but she quickly defeats him and sends him back to Hala with a warning to the other Kree.
Carol takes it upon herself to help the Skrulls find a new home, but not before leaving Fury (who loses his left eye to Goose the cat, who is really an alien) with a pager and the Tesseract. Fury then decides to start the Avengers Initiative after seeing that Carol’s call sign in the Air Force was “Avenger”.
During the credits, Carol responds to Fury’s call from the pager after the events of “Infinity War”, and she meets Steve, Natasha, Bruce, and Rhodey to find out what has happened in her absence.
The film opens with Carol Danvers (Brie Larson) finding herself in the midst of a crash. Another woman (Annette Bening) stands over her, aiming a gun at someone. Carol wakes up from this on the planet Hala of the Kree Empire. She visits her commander, Yon-Rogg (Jude Law), who refers to Carol as “Vers”. The two spar for a bit before they head off to join their teammates on a mission.
The team, called Starforce, is made up of Carol, Yon-Rogg, Minn-Erva (Gemma Chan), Korath (Djimon Hounsou), Att-Lass (Algenis Perez Soto), and Bron-Char (Rune Temte). They head to the Kree’s Supreme Intelligence for a mission briefing. Carol speaks to Supreme Intelligence, which appears to her as the same woman she saw in her dream. The team must head to another planet to rescue a Starforce operative named Soh-Larr (Chuku Modu) from an alien race known as the Skrulls, who are the enemy of the Kree. Carol doesn’t have much of a memory of where she came from and notes that Supreme Intelligence would appear to her as someone she admires, but Carol doesn’t even recognize the woman whose form it has taken. Supreme Intelligence tells Carol to keep her emotions in check.
Starforce arrives on the planet Torfa to find Soh-Larr. They spot a group that appear to be inhabitants, but the others soon discover they are Skrulls, who are noted shapeshifters. A battle ensues among the Starforce gang and the Skrulls, with Minn-Erva managing to snipe a few Skrulls. In the midst of the battle, Carol comes across who she thinks is Soh-Larr and tries to rescue him, but he is really the Skrull leader Talos (Ben Mendelsohn) in disguise, and she is captured.
The Skrulls tap into Carol’s mind where she has brief flashbacks of herself flying a jet, as well as her as a child participating in a drag race that left her injured and had her father yelling at her, and also her with another woman who appeared to be her best friend. The Skrulls then find the memory of Carol with the woman she keeps seeing in her dreams, as the Skrulls seem to know who she really is. A look at her nametag reveals her to be Dr. Wendy Lawson, a worker on Project PEGASUS, but Carol doesn’t remember the name or who this woman is to her. Carol breaks free of her holdings and escapes, fighting off every Skrull in her path. She comes across an escape pod and flees from the Skrulls. The pod makes its way toward Earth where Carol crash-lands in a Blockbuster Video store. She steps out and finds a man to direct her to a Radio Shack so that she can make contact with Starforce. Meanwhile, Talos and a few of his Skrulls arrive on Earth and disguise themselves as humans to blend in.
The next morning, Carol contacts Yon-Rogg to inform her what she knows about Lawson. Soon, she is found by Nick Fury (Samuel L. Jackson) and rookie SHIELD operative…Phil Coulson (Clark Gregg). Before they can question Carol about her arrival, a Skrull fires at Carol, and she fires back. She then chases after the Skrull, making her way onto a train where he takes the form of an old woman. Carol boards the train and spots the Skrull, as she noticed the same old woman already leaving the train. She starts to fight him, but the other passengers are more concerned about Carol assaulting an old woman than they are about said old woman fighting back with impossible moves. The Skrull gets away before Carol can catch him. Fury, who was already in pursuit of Carol, finds that the Coulson that is in his car is really a Skrull in disguise, as the real one was left behind at Blockbuster. The Skrull attacks Fury, and he swerves into the path of a bus so that it can kill the Skrull. Carol does manage to find a crystal with extracted memories on it, and she continues to conduct her own investigation.
Fury brings the Skrull body back to SHIELD for an autopsy. Talos is in disguise as Director Keller, and he takes a moment to quietly mourn his fallen Skrull comrade. As Keller, Talos convinces Fury to find Carol and work with her.
Carol finds a map and steals a jerk’s motorcycle to continue her search for Lawson. She comes across a bar that has some place in her memories, and she asks the bartender about PEGASUS, to which Fury steps out to reply that it is classified information. Carol and Fury prove to each other that they are not on opposing sides so that they can team up and give each other the answers they seek.
The two arrive at the facility for Project PEGASUS using Fury’s security clearance. Secretly, Fury calls for backup to sell Carol out. The two sneak into the archives to find information on Lawson. Before entering, Fury spots a small orange cat called Goose, to which he quickly takes a liking. Fury states that Lawson’s work was dismissed because she seemed crazy. Carol observes the work and notes that she was Kree, since she wrote something out in their language. Fury then finds a file stating that Lawson is dead after a mission that also took the life of one other pilot. They also find a testimonial from another pilot named Maria Rambeau (Lashana Lynch), who was the woman in Carol’s memories that she was best friends with. Carol contacts Yon-Rogg with this new information, and he reveals to her that Lawson was a Kree official named Mar-Vell, but she went rogue and was declared an enemy. Talos arrives to attack, along with other SHIELD agents, and Fury has already determined that his boss is an alien. He and Carol manage to escape since Coulson spots them but lets them go. They hijack a jet with Goose stowing away and head to find Maria.
Yon-Rogg speaks to Ronan The Accuser (Lee Pace) about their mission against the Skrulls being a failure. Ronan wants to locate the Skrulls himself, but Yon-Rogg doesn’t tell him they are on Earth so that Starforce can handle this themselves.
Carol and Fury arrive in New Orleans. Carol is greeted by Maria’s daughter Monica (Akira Akbar), who remembers her as “Auntie Carol”. Maria, however, is in deep shock to see her best friend alive and with superpowers. Monica takes out a box with memorabilia of Carol’s past, leading her to remember her true name. A neighbor then knocks on Maria’s door, but Carol suspects it’s Talos. After scaring off the neighbor, Talos appears already inside the house with his other surviving comrade, Norex (Matthew Maher). Talos gets spooked by Goose, as he identifies the cat as being a Flerken, a particularly dangerous alien creature. He then asks Carol to help him decode coordinates from a black box recording. After loading it on Maria’s computer, they overhear the dialogue between Carol and Lawson. This triggers a major flashback to Carol, who remembers the day when she and Lawson were flying from enemies above the Earth before they crashed. They were transporting an energy core, and Lawson, revealing herself to Carol as Mar-Vell, orders her to destroy it. The enemy pursuing them was Yon-Rogg. He killed Mar-Vell, and before he could take the core, Carol destroyed it, and the ensuing blast coated her with the energy that gave her her powers and wiped her memories. Yon-Rogg found her broken dog tag with only “Vers” being visible, which is why he and the other Kree called her that. Talos then reveals that Mar-Vell was helping him and the Skrulls find a new home, as the Kree have done nothing but take homes and lives from the Skrulls.
Carol becomes overwhelmed by the revelations regarding her past and the fact that her trusted allies are really the enemies. Maria encourages Carol to not stop doing the right thing and to help Talos and the Skrulls do what they need to do. Monica then convinces Maria to join her friend on the mission, assuring her that she will be safe with her grandparents. Carol then has Monica help her change the colors on her suit so that she won’t wear Kree colors. Monica changes it to the iconic red-blue-and-gold suit.
Talos guides Carol, Maria, and Fury to Mar-Vell’s laboratory, which is cloaked and above Earth, to find the source of the energy core that will help them continue their travels. There, Talos reunites with his wife and daughter, along with other Skrulls who were hiding. Carol then finds the core’s source: the Tesseract. Unforunately, Starforce arrives to cause trouble. As Carol has a device on her neck that suppresses her powers, they capture her and keep everyone else prisoner.
Yon-Rogg and the others force Carol into the realm of Supreme Intelligence. Still taking Mar-Vell’s form, it taunts Carol up until she manages to recall all the times where she was knocked down and still managed to pick herself up. With this, she overpowers the device and pulls it off, allowing her to break free from Supreme Intelligence’s hold. She then proceeds to start kicking Kree ass all over the place. Meanwhile, Fury, Maria, and Talos try to protect the Tesseract, which Goose absorbs for safekeeping using her tentacles. They get past the other Kree with Talos even disguising himself as one, and they manage to beat them in order to save the others. Maria pilots a jet to escape from the lab, and Yon-Rogg orders Minn-Erva to go after them. As they get back down to Earth, Minn-Erva chases after them in her own jet, but Maria gets the upper hand and manages to blast Minn-Erva away with her own jet. Ronan then arrives with the other Accusers to go after the Skrulls, but Carol powers up and destroys their reinforcements before plowing through an entire vessel just by flying through it. Ronan decides to retreat until another time when he can go after Carol.
Yon-Rogg then decides to go after the Skrulls himself, but Carol flies ahead and causes him to crash his pod on Earth. He gets out an attempts to battle her one-on-one, but Carol hits him with one powerful blast to knock him back. She then throws Yon-Rogg back into his pod and sends him back to Hala with a warning to Supreme Intelligence. On the Skrulls ship, Fury is playing with Goose, who then scratches his left eye. He dismisses it as nothing, but Talos knows what will happen. And that, boys and girls, is how Nick Fury lost his eye.
Carol decides she has to help the Skrulls find a new home on her own. She gives Fury a pager to contact her in the event of a great emergency, and also tells him to keep the Tesseract on Earth for safety. Carol bids farewell to Maria and Monica once again before leading Talos and the Skrulls off of Earth and toward a new planet.
Back at SHIELD, Fury is making plans for his “Protector Initiative”. Coulson comes in to bring him fake eyes and asks if he lost his eye to the Kree as torture for information, but Fury neither confirms nor denies. He then sees a photo of Carol next to her jet which bears her call sign: “Avenger”. And then, Fury knows just what to call his initiative.
Mid-Credits: Steve (Chris Evans), Natasha (Scarlett Johansson), Bruce (Mark Ruffalo), and Rhodey (Don Cheadle) have found Fury’s pager after The Snap and are trying to figure out who he was sending a message to. Carol then appears behind Natasha to ask where Fury is.
Post-Credits: Goose hops onto Fury’s desk in his office to cough up the Tesseract.