Captain Marvel (2019)


Do you know what time it is?

Can't sleep.

There are tabs for that.

Yeah, but then I'd be sleeping.

Dreams again.

Want to fight?

- I slipped.

- Right. You slipped.

As a result of me punching

you in the face.

I was already slipping when you

happened to punch me in the face.

But you most probably did.

Tell me about this dream.

Anything new?


You have to let go of the past.

Can't remember my past.

It's causing you doubt. And

doubt makes you vulnerable.

Control it.

Learn to control again. You'll have to

commune with the Supreme Intelligence.

There's nothing more dangerous

to a warrior than emotion.

Humor is a distraction.

Anger... anger

represents the enemy.

120 days since the

last Skrull attack.

Has anyone ever seen what the Supreme

Intelligence really looks like?

No one can look upon the Supreme

Intelligence in its true form.

You know that.

Our subconcious chooses the way

they appear to us, so it's sacred.

It's personal.

No Kree divulges it. Ever.

Who do you see?

- Your brother.

- No.

- Father.

- No.

- Your old commander.

- Vers.

It's me you see, isn't it?

I see what you're trying to do.

- Is it working?

- Yes.

But you won't succeed

in changing the subject.

What is the point of giving me these

if you don't want me to use them?

I want you to use them.

The Supreme Intelligence gave me

responsibility of showing you how to use them.

I know how.

Well if that were true, you could've

knocked me down without it.

Control your impulses.

Stop using this, and

start using this.

I want you...

to be the best

version of yourself.



Your commander insists

that you're fit to serve.

I am.

You struggle with your emotions.

With your past, what fuels them.

You are just one victim of the

Skrull expansion that has

threatened our civilization for centuries.

Imposters who silently infiltrate,

then take over our planets.

Horrors that you remember,

and so much that you do not.

It's all blank...

My life.

You're supposed to take the

form of who I used to admire,

but I don't even remember

who this person was to me.

Perhaps, this is a mercy.

Sparing you from a deeper pain.

Freeing you to do

what all Kree must.

Put your people's needs

before your own.

We've given you a great gift.

The chance to fight for

the good of all Kree.

I want to serve.

Then master yourself.

What was given can

be taken away.

I won't let you down.

We'll know soon enough.

You have a mission.

Serve well and with honor.

This can't be good.

Must be another Skrull attack.

Whatever it is, it's big.

- Has a Skrull ever simmed you?

- Once.

- It was deeeply disturbing.

- Why?

Because I stared into the

face of my mortal enemy

and the face staring back

was my own.

Maybe if you were more attractive,

then it would be less disturbing.

You think you're funny.

I'm not laughing.

- You never laugh.

- I laugh. On the inside.

I'm not doing it now.

It's funny, 'cause objectively

speaking, you're quite handsome.

Well, thank you.

Listen up, team. Knock it off.


Prepare for...

A search and rescue of our spy, Soh-Larr.

The Skrulls have invaded

yet another border planet.

This time, Torfa.

Soh-Larr sent us a warning signal.

It was intercepted,

and his cover's blown.

The Skrull general Talos has

sent kill units to find him.

Should they reach

him before we do,

the intelligence he's acquired over

three years is as good as theirs.

The Accusers will bomb a Skrull

stronghold here in the south.

We slip in, we locate

Soh-Larr, and we get out.

Leaving them none the wiser.

The Torfan populace, we are

not to interfere with them,

nor them with us. Nothing compromises

the security of our mission.

Proceed with caution.

Follow protocol before

extracting him.

This is a dangerous mission.

We must all be ready to

join the Collective...

if that is our fate today.

- For the good of all Kree.

- For the good of all Kree!

Vers, track Soh-Larr's beacon.

Att-Lass, Minn-Erva, find elevation.

Locals on the periphery.

- Maybe a dozen.

- Minn-Erva?

Do you read me? Anybody copy?

His beacon's coming from that temple.

Let's move.

No. This is a perfect

spot for an ambush.

- Only one way in and one way out.

- We can get past the locals.

We don't know if they are locals.

Too risky.

You don't have to go with me.

I'll go alone.

No, you won't.

Right. We keep a close radius.

We lose comms, we

meet back in here.

Come on.

- Att-Lass, you getting this?

- Copy. I see them.

Minn-Erva, do you

have eyes on us?

- Keep them back. Minn-Erva?

- Does anybody copy?

I don't wanna hurt you.

Keep back!

Stand back!

They're locals. I found two dead. No green.

They're just starving.

- HGX-78.

- 2RT-79. 8XX.

Get back.



Vers... it's an ambush...


Talk to me. Do you copy?

How did you know the code?

How about I tell you my secret...

...when you tell me yours.

Let's open her up.

- Where are we?

- Standby.

Where's your head at?

In the clouds. Where's yours?

On my shoulders.

About to show these boys how we do it.

You ready?

- Higher, further, faster, baby.

- That's right.

This can't be right.

Go back even further.

You're too fast! You

need to go slow!

Now who is this person?

Are--- are we in the right...

What the hell are you thinking?

You don't belong out here!

I think we went back too far.

You won't let me drive.

Let me try it back.

What the hell is wrong with her?

You'll kill yourself.

They'll never let you fly.

I am not the only one

who's confused here.

You're a decent pilot, but

you're too emotional.

You do know why they call

it a "cockpit", don't you?

...Huge rubble,

throughout the cosmos...

...shift the moon and the sun

and the stars in the sky.

And soon, they'll wile away.

Flew out throughout the night.

Did you see it?

Get your butts inside, it's time to eat.

Prepare for take-off, Lt. Trouble.

Charming memory.

Hang on. I think I got it.

Goose likes you.

She doesn't typically

take to people.

- Early start to your morning?

- Late night, actually.

I can't sleep when there's work to do.

Sound familiar?

Flying airplanes never

feels like work.

- Wonderful view, isn't it?

- I prefer the view from up there.

You'll get there

soon enough, ace.

Wait, wait, wait, that's her.

- Get her back.

- Standby.

...sound familiar...

Wonderful view, isn't it?

- i prefer the view from up there.

- You'll get there soon enough...

What's that on her shirt?

I couldn't read it.

Wonderful view, isn't it?

- I prefer the view from up there.

- You'll get there soon enough...

Focus... Look down.


Pegasus... Dr. Wendy Lawson.

That's her.

- Do you hear that, too?

- Now track the location.

Got it.

Now track Lawson until we

find the energy signature.


Hold on...

- Go back right before this.

- Okay.

Now let's see where

you're headed.

That's right. Look at the

coordinates... Focus.

That's it. That's it.

Almost there...

You're almost there. Don't fight it.

Focus! Focus!

Get her back! Get her back now.

Do we have any information

we can act on?

Just that Lawson was

somewhere on planet C-53.

We're on our way.

Then dig, dig, dig, deeper.

Lawson is our link to

that lightspeed engine.

And everything we're after.

That did something.

Try that again?

Not yet!

What did you do to me?

We're just after little information.

- What did you put in my head?

- Nothing that wasn't already there.

But those aren't my memories.

Yeah, it's like a

bad trip in there.

I'm not surprised you

can't keep it straight.

They really did a number on you.

Enough of your mindgames.

What do you want?

We're looking for the location of a Dr.

Lawson and her lightspeed engine.

I don't know any Dr. Lawson.

Then why is she in your head?

Either of you wouldn't happen to know

how these things come off, would you?

No? Fine.


You do know why

they call it co...

Leaving so soon?

We just got to know each other.

Vers to Starforce Command.

Do you read me?


Do you copy?

Hi. I'm Vers. Kree Starforce.

Is this C-53?

Do you understand me? Is my

universal translator working?

Yeah. I understand you.

Good. Are you in charge of

security for this district?

Sort of.... The movie

theater has its own guy.

Where can I find

communication equipment?

Thank you.

Track the pod and find the girl.

She knows more than she knows.


This one's taken.

Come on...


- Clarify:

- GRX8-1600.

And I'm fine, thank

you for asking.

- Is everyone okay? What happened?

- Skrull ambush.

I thought we'd lost you.

- Did you find Soh-Larr?

- It wasn't Soh-Larr.

Talos simmed him. Even knew his code.

That's impossible.

That code was buried

in his unconscious.

The Skrulls messed with my mind.

The machine that they used,

I think it's how they

extracted Soh-Larr's code.

- Vers, where are you?

- I'm on Planet C-53.

The Skrulls are looking

for someone named Lawson.


She's who I see...

She's what?


Vers, what?

She's a scientist.

They think that she's cracked

the code on lightspeed tech.

I have to get to her before they do or

else they'll be able to invade galaxies.

No. You've been

caught once already.

How far is C-53?

Closest jump point is 22 hours.

Vers, hold your position

until we get there.

Keep your comms online

so we can contact...

No. What if they get

a hold of it before...




If the Skrulls got to her,

she's compromised.

She's stronger than you think.

Ever been to C-53?


It's a real shithole.

You called this in?

Beacon activated.

Excuse me, Miss.

Did you know anything

about a lady blowing a hole

through the roof of that

Blockbuster over there?

Witness says she looks

dressed for laser tag.

Yeah, I think she went that way.

Uhh, I'd like to ask

you some questions.

Maybe give you the 411 on

the late-night drive-bys.

How do we know...

you're not one of

those shapeshifters?

Congratulations, Agent Fury. You have

finally asked a relevant question.

No. Congratulations to you,

Starforce lady!

You're under arrest.


Rook! Let's roll!

- Did you see her weapon?

- I did not.

Suspect on northbound train.

In pursuit.

"Trust me, true believer.

Trust me..."

"Trust me, true believer..."

Train's headed to

a tunnel up ahead.

Let's greet them at the station.

Agent Fury, this is Agent Coulson.


Uh, I'm still here at the

Blockbuster, and uh...

Where'd everybody go? I

finished collecting evidence...

Official SHIELD activity.

Stay back.

Nice scuba suit.

Lighten up, honey, huh?

Gonna smile for me?

All life on Earth is carbon-based.

Not this guy.

Whatever he runs on, it's not

on the periodic table.

So you're saying he's

not from around here?

Hey, how's your eye?

Well, I'd say fine.

But it can't believe

what it's seeing.

You said...

this thing looked like Coulson?

Mmm. Talked like him, too.

And the woman said

that there were more?

The word she used

was infiltration.

- You believe her?

- Not til I saw this.

What's your plan?

I'll find the Blockbuster girl.

I got word on a motorcycle thief

that fits her description.

If she can tell us why

these lizards are here...

Maybe she can tell us how

to kick 'em to the curb.


Do it alone, though.

You can't trust anyone.

- Not even our own men.

- Yes, sir.

Wow. They're ugly

bastards, aren't they?

Yeah, well.

He's no Brad Pitt, sir.

Safe journey to the beyond, my friend.

I will finish what we started.

I wouldn't get too

close there, boss.

No one in or out.

- What can I get you?

- Where was this photograph taken?

- Airport?

- Where's Pegasus?

That's classified. Not unlike

the file I've started on you.

I see you've changed

it up a bit since then.

Grunge is a good look for you.

- Did you have a rough day, Agent Fury?

- It's cool.

You know, had a space

invasion, big car chase...

Got to watch an alien autopsy...

- Typical 9 to 5.

- So you saw one.

I was never one to

believe in aliens...

...but I can't unsee that.

This is gonna get a little

awkward, but I gotta ask...

You think I'm one of

those green things.

Can't be too careful.

You, are looking at 100%

red-blooded Earthman.

I'm afraid I'm gonna need proof.

- We talking cheek swab or urine sample?

- No. The DNA would match.

Want my AOL password?

Skrulls can only sim recent

memories of their hosts' bodies.

You wanna get personal.

- Where were you born?

- Huntsville, Alabama.

But technically I don't

remember that part.

- Name of your first pet?

- Mr. Snoofers.

- Mr. Snoofers?

- That's what I said. Do I pass?

- Not yet. First job?

- Soldier. Straight outta high school.

Left the ranks a full-bird colonel.

- Then?

- Spy.

- Where?

- It's the Cold War. We were everywhere.

Belfast, Bucharest,

Belgrade, Budapest.

I like the B's. I

can make 'em rhyme.


Been riding a desk for the

past six years trying to

figure out where our future

enemies are coming from.

Never occured to me they

would be coming from above.

Name a detail so bizarre,

a Skrull could never fabricate it.

If toast is cut

diagonally, I can't eat it.

You didn't need that, did you?

No. No, I didn't.

But I enjoyed it.

Okay. Your turn. Prove

you're not a Skrull.

And how is that suppposed to

prove to me you're not a Skrull?

That's a photon blast.

- And?

- A Skrull can't do that.

So, a full-bird colonel turned

spy turned SHIELD Agent.

Must have pretty high

security clearance.

Where's Pegasus?

Okay. The Skrulls sim alien races to

infiltrate and take over planets...

and you're a Kree.

- A race of noble warriors.

- Heroes.

Noble warrior heroes.

So, what do Skrulls want

with Dr. Lawson?

They believe that she developed

a lightspeed engine at Pegasus.

Lightspeed engine?

Gotta admit, that's not the

craziest thing I've heard today.

Well, it's still early.

And you? What do you want?

To stop the Skrulls before

they become unstoppable.


Look, war is a universal language.

I know a rogue soldier

when I see one.

You got a personal

stake in this.

This is government property.

Turn your vehicle around.

Nicholas Joseph Fury.

Agent of SHIELD.

Place your thumb on the pad.

One moment.

Nicholas Joseph Fury?

You have three names?

Everybody calls me Fury.

Not Nicholas, not Joseph, not Nick.

Just Fury.

- What does your Mom call you?

- Fury.

- What do you call her?

- Fury.

- What about your kids?

- If I had them...

- they'll call me Fury.

- You're cleared for access.

Thank you.

Oh, hold up.

You look like somebody's

disaffected niece.

Put that on.

- What is it?

- It's the SHIELD logo.

Does announcing your identity on clothing

help with the covert part of your job?

Said the space soldier who

was wearing a rubber suit.

Lose the flannel.

How can I help you?

We're Agents of SHIELD.

We're looking for a

woman named Lawson.

Dr. Wendy Lawson.

Do you know her?

Follow me.

You familiar with the

phrase 'welcome wagon'?


Well this ain't it.

- Is that a communicator?

- Yeah.

State-of-the-art two-way pager.

- Who are you paging?

- My Mom. Don't worry.

I didn't mention you.


After you.


You should see what I can

do with a paperclip.

Hey, how are you, huh?

Look at you. Just look at you!

Aren't you the cutest little thing?

Aren't you cute?

What's your name, huh?

What's your name? "Goose".

Cool name for a cool cat.


I'll be back.

Hold up. Lemme get my fingerprint out.

Just let me unravel this...

You sat there, and watched me play with

tape, when all you had to do was...

I didn't want to

steal your thunder.


Lawson's plan for the

lightspeed engine.

I wonder why they

terminated the project.

Maybe because she's.... coo-coo.

- Kree glyphs?

- Huh?

Lawson is not coo-coo.

She's Kree.

- Well... she's dead.

- What?

She crashed an Aces aircraft during

an unauthorized test flight.

Took a pilot down with her.

That's why security

here's so friendly.

They're covering up a

billion-dollar mistake.

Oh. And your lightspeed engine?

It's toast.

- When did this crash happen?

- Six years ago. 1989.

Who was the pilot?

Most of this thing's

redacted, but...

there is a testimonial here from a Maria

Rambeau. Last person to see them alive.

Back in a few.

This isn't about fighting wars.

It's about ending them.

I know Lawson was Kree.

She was here on C-53 and

died in a plane crash.

Do you know anything about this?

I just discovered a mission

report sent from C-53.

There's only so much I'm

cleared to tell you, Vers.


Lawson, was an undercover Kree

operative named Mar-Vell.

She was working on a

unique energy core...

Experimenting with tech that apparently,

could help us win the war.

She still here?

She's cooperating with

the investigation, sir.

- You men, stay here.

- Yes, sir.

I want to question her alone.

Excellent work, Nicholas.

Does it say anything about me?

Anything about you?

No, of course, not.

Why would it?

I found evidence that I...

had a life here.

On C-53?

Mar-Vell is who I see when I visit the

Supreme Intelligence. I knew her.

And I knew her as Lawson.

This sounds like Skrull

simulation, Vers.

No, it's not because I remember.

I was here...

Stop. Remember your training.

Know your enemy.

It could be you.

Do not let your emotions

override your judgment.

She's on sub-level 6.

I'll get off on 5, hit

the stairs in case she

makes a run for it.

Do a pincer move. Like

we did in Havana.

Right. Like we did in Havana.

We're nearing the jump point. Leave

your beacon on so I can find you.

We'll get to the

bottom of this, Vers.





Fury's colluding with the target.

Then why would he call us in?

All I know is we take him in, too.

Dead or alive.

Dead or alive?

Go! Go, go!

Was it something I said?

Now, you know, I don't

really need these to see.


They do kinda complete the look.

Don't you think?

- You called it in?

- My bad!

- Coulson! You have eyes on them?

- They're not down here.

Let's try up there.


Your communicator. You obviously

can't be trusted with it.

Do you know how to

fly this thing?

Uhh, we'll see.

That's a 'yes or no' question.


That's what I'm talking about.

We got a stowaway.

Hang on, Goose.


Who's a good kitty, huh? Huh, Goose?

Yes, that's right. Who's

a good kitty, Goose?

- You the good kitty.

- See anyone you know?

Funny story...

I arrived on Hala,

near dead, no memory...

That was six years ago.

So you think, you're the pilot

that went down with Dr. Lawson?

I'm saying the last person to see

them alive could probably tell us.

- Maria Rambeau.

- So how do we get to Louisiana?

Due east. Hang a

right at Memphis.

That agent...

That stopped the Skrulls

from finding us...

Coulson. The new guy.

- I guess he doesn't hate me yet.

- Yeah, well. Give him time.

I guess he had a

feeling, you know.

Went with his gut against orders.

It's a really hard thing to do.

That's what keeps us human.

I get in trouble for that.

A lot.

I see that about you.

Rescuing the guy who sold

you out to the Skrulls?

I'm guessing that's not standard

Kree operating procedure.

Well, I won't tell your boss

if you don't tell mine.


The Accusers completed

their operation, but the

greater mission was a failure

thanks to your team.

It was a trap.

To lure our operative Vers

to talk for her kidnapper.

Give us the location. We'll take

care of the terrorist threat.

By bombing them out of the galaxy.


- We'll handle this.

- Several Skrulls anywhere...

is a threat to Kree everywhere.

Where are they?

- They are...

- Lost.

They are lost, for now.

But we will find them.

Do so.

Or we will.

Maintain the course for C-53.

Excuse me, I'm looking

for Maria Rambeau?

Auntie Carol?

Mom, it's Auntie Carol!

I knew it! Everyone

said you were dead.

But we knew they were lying.

I'm not really who

you think I am.

- That is the craziest sh*t I ever heard.

- Green, transforming aliens?

- There's no such thing.

- You're absolutely right, young lady.

There is no such thing.

'Cause if there were...

We would wanna keep

that to ourselves.

You don't believe me?

No way. That's so cool.

She can do a lot more than

make tea with those hands.

- Like what? Show us.

- Maybe later.

I kept all your stuff.

I'll go get it.

You wanna give her

a hand with that?

You don't remember anything?

I can see...


Little moments.

But I can't tell what's real.

If I could just piece together

what happened that morning...

Maybe it'll make sense.

You woke me up, banging

on my door at dawn.

Your usual move.

Back then we had to

get up so early.

The Air Force still wasn't

letting women fly combat, so...

testing Lawson's plane was our only

shot at doing something that mattered.

And you wanted to race to the

base, in your old Mustang,

and I wasn't about to argue, 'cause

I knew my Camaro would dominate.

But you cheated.

Took a shortcut.

Since when is a

shortcut cheating?

Since it violates the predetermined

rules of engagement.

- I definitely don't remember those.

- Of course, you don't.

When I got to the hangar...

Lawson was agitated.

She said she had lives to save.

She was trying to take the

Aces up herself, but you said...

"If there were lives at stake...

I would fly the plane."

Yup. Big hero moment.

The kind of moment we've

both been waiting for.

The Doc was always unique.

That's why I liked her, but...

Now you're saying she's...

from another planet.

- I know this must be hard for you.

- What, this part right here?


No. Mmm-mm.

Know what's hard?

It is losing my best friend

in a mission so secret, they

act like it never even happened.


is knowing you were out there

somewhere, too damn stubborn to die.

And now you come up in

here after 6 years...

With your super-charged fire-hands

and you expect me to call you...

I don't even know what... "Vers"?

Is that really who you are now?

I don't know.

Come look.

This is me and you on Halloween.

I'm Amelia Earhart, and

you're Janis Joplin.

This is you when you were little.

You didn't get along with your parents,

so Mom said we became your real family.

This is us on Christmas.

I got more...

Here's another picture of

you when you were little.

And this is how you

actually graduated...

Oh, wait. I forgot, your jacket.

Mom doesn't let me wear it anymore

after I spilled ketchup on it.

That was all that

survived the crash.

Or so we thought.

Don't answer that.

It's just my neighbor.

They can change into anyone.

Hi, there.

What do you want?

Hey, Tom. This is

my friend, Carol.

Pleased to meet you!


Static electricity

out here's no joke.

I noticed that peculiar bird

you got parked by the road,

and I was just wondering

if you'd mind if I

bring the boys over to

get a closer looksie?

- A closer looksie?

- Yeah.

To see the bird parked

out by the road.

You're really working overtime

to sell this one, aren't you...


I'm sorry, Tom. This

isn't a good time.

I'll come by tomorrow? Okay?

You know, you really should

be kinder to your neighbors.

You never know when you're gonna

need to borrow some sugar.

Hang on a second.

Before you go swinging

those jazz-hands around,

making a mess in

your friend's house,

- and... it's a lovely home.

- Oh, my God...

What the hell?!

No one's gonna hurt the girl.

Just, don't kill me.

It would really complicate

the situation.

I'm about 5 seconds from complicating that

wall with some ugly-ass Skrull brains.

I'm sorry I simmed your boss. But now

I stand before you as my true self.

- Without deception.

- And who's that out there?

Okay. That's a fair point.

But I'm sure that

you understand,

I had to take some precautions.

I saw you crush

20 of my best men

with your hands bound.

I just wanna talk.

The last time we talked, I ended

up hanging from my ankles.

That was before I

knew who you were.

Before I knew what made you

different from the others.

I have an audio

recording from Pegasus,

of your voice, from a

plane crash, six years ago.

On a device I believe

you call a "black box".

They told me it was destroyed in the crash.

How'd you get it?

Does she not understand? Young lady

I have a special skill that kinda

allows me to get into places

I'm not supposed to be in.

Call me young lady again, and I'm gonna put

my foot in a place it's not supposed to be.

Am I supposed to

guess, where that is?

- Your ass.

- Your ass.

Okay, I get it. We're all

a little on edge here.

But look, I just need your help

decoding some coordinates.

If you sit down, you

listen to this,

I assure you, it'll

be worth your while.

Call your buddy back

inside and I'll listen.


Oh, my God!

Get that thing away!

How'd that get in here?

The cat? This isn't what

you're afraid of, is it?

That's not a cat.

That's a Flerken.

- A Flerken?

- Mom?

- Monica...

- Why can't I listen too?

What's happening?

It's loading.

Punch in the coordinates:

5229, -47, 8.768, 0.2.

Copy that. Where

are we going, Doc?

- My laboratory.

- Your laboratory?

- What do you mean?

- Oh, no.

Is that... Wait, what is that?

It's not showing up on my radar.

Go, Carol. Fly!

That's no MIG, Lawson.

- Who the hell are they?

- Those are the bad guys.

- Fly faster, now.

- Yes, ma'am.

- What do they want?

- Me. My work.

I never should have

brought you along.

Here comes some G's.

They're firing backwards.

Hold on!

Bail out! Bail out! Bail out!

Stay with me, Lawson!

Danvers, do you copy?

Yeah, I copy. On the ground.

- Can anyone hear me?

- Yeah. I copy.


Your blood...

it's blue.

Never mind that.

How's my hair?

Help me out, will you?

- I have to destroy it before they get here.

- What? Lawson?

You remember what I said about

our work here? What it's for?

- To end wars?

- Yeah.

But the wars are

bigger than you know.

Damn it!

My name is not Lawson.

My real name, is Mar-Vell...

We have no interest

in hurting you.


Because all the shooting kinda

gave me the wrong impression!

The energy core...

Where is it?

Pararescue's on the way.

You have two minutes

until you're surrounded.

Then I see no reason to

prolong this conversation.

No, wait!

You mean that energy core?

Commander. She's still moving.

- Permission to fire.

- Hold your fire.

There's nothing left.

The core has been destroyed.


She absorbed its' power.

She's coming with us.

He lied to me.

- Everything that I knew was a lie.

- Now...

- understand.

- What?

What do I understand now?

Yon-Rogg killed Mar-Vell.

He killed her.

Because she found out that

she was on the wrong side

of an unjust war.

No. Your people

are terrorists...

that kill innocents. I

saw the ruins on Torfa.

Ruins that the Accusers

are responsible for.

My people lived as

refugees, on Torfa.

Homeless, ever since

we resisted Kree rule,

and they destroyed our planet.

Now the handful of

us that are left,

will be slaughtered next.

Unless, you will help me

finish what Mar-Vell started.

The coordinates you

found, would've powered

a lightspeed ship capable of

carrying us to safety. A new home.

Where the Kree can't reach us.

Lawson always told us that her work

at Pegasus wasn't to fight wars...

But to end them.

She wanted you to help

us find the core.

Well, I already destroyed it.

No, you destroyed the engine. The core

that powered it is in a remote location.

If you help us decode

those coordinates...

We can find it.

You'll use it to destroy us.

We just want a home.

You and I lost everything

at the hands of the Kree.

Can't you see it now?

You're not one of them.

You don't know me.

You have no idea who I am.

I don't even know who I am.

You are Carol Danvers.

You are the woman on that

black box risking her life

to do the right thing.

My best friend...

who supported me as a mother,

and a pilot when

no one else did.

You're smart, and funny, and

a huge pain in the ass.

And you are the most

powerful person I knew.

Way before you could shoot

fire from your fist.

Do you hear me?

Do you hear me?

I know I don't deserve

your trust, but...

you were our only lead.

We discovered that

your energy signature

matched Mar-Vell's core.

Now, we know why.

If only you knew, the

importance of it to me.

I just need your help

decoding the coordinates

to Mar-Vell's lab.

Those weren't coordinates.

They're safe vectors.

Orbital positioning and velocity.

You didn't find her lab on Earth,

because it's not on Earth.

That was the location on the day

of the crash six years ago.

If we track its course, we'll

find it, in orbit, right now.

It's just basic physics.

In orbit?

Was that so difficult to figure out?

I mean, you're my science guy, right?

Yon-Rogg will catch

up to us soon.

We've got to get to the

core before he does.

You're going to space?

In what?

A few tweaks to your

vessel should do it.

I can handle the modifications.

Hmm. Your science guy.

Well, I could use a co-pilot.

No. No, I... I can't.

- I can't leave Monica.

- Why?

It's okay. I can stay

with grandma and poppop.

There's no way I'm going baby.

It's too dangerous.

Testing for new aerospace tech is

dangerous. Didn't you used to do that?

Your plan is to leave the atmosphere in

a craft not designed for the journey,

and you anticipate hostile encounters with

a technologically superior foreign enemy.


- That's what I'm saying. You have to go.

- Monica...

You will just fly the coolest

mission in the history of missions.

And you're gonna give it up to sit on the

couch and watch Fresh Prince with me?

I just think you should

consider what kind of

example you're setting

for your daughter.

Your Mom's lucky.

When they were handing out kids,

they gave her the toughest one.

Lieutenant Trouble.

You remember.

Is that mine?

Oh, no.

You hang on to it

until I come back.

But there is something that

I need your help with.

I can't wear these

Kree colors anymore.

And since you're obviously the only person

around here with any sense of style...




Definitely not.

Well, since we're

on the same team...

How do I look?


What took you so long?

I'm fine, thanks for asking.

- PRY46--

- Enough with codes.

The system is fallible

as we've learned.

Okay. Then let's do this.

Who do I see, when I commune

with the Supreme Intelligence?

A person you most admire

and respect, I guess.

But you would never tell me who.

And what is your

earliest memory of Hala?

A transfusion.

Blue blood running

through my veins.

Whose blood?

That's my blood,

that's coursing

through her veins.

- What have you done to her?

- You're too late.

She knows?

Ronan. Skrulls have infiltrated C-53.

Come at once.

For the good of all

Kree, Commander.

The infestation

will be eradicated.

Passing 500 and climbing.

You know, you really shouldn't

have that thing on your lap.

My alliance with you,

it's tenuous at best.

But as long as he continues

to freak you out...

Can I ask you something?

You just turn into

anything you want?

- Well, I have to see it first.

- Can you all do it?

Physiologically, yeah. But...

It takes practice, and dare I

say it, talent to do what...

Can you turn into a cat?

What's a cat?

What about a filing cabinet?

Why would I turn into

a filing cabinet...?

A venus fly trap. I'll give you $50 right

now if you turn into a venus fly trap.

Switching engines from scramjet

to fusion. Buckle up, folks.

- Is this normal, like space turbulence?

- Pretty much.

Locking in a coordinate grid.

Where is it?

It's here. It's gotta be here.

Well, is it in front....

of all that nothing, or behind it?

Decloaking activated.

Is that it? The core?

In her notes, she called

it the Tesseract.

What was Lawson doing

with all this kid stuff?

We're not alone.


He didn't come here

for the Tesseract.

We didn't know what to do.

Mar-Vell warned us not to

send a signal for any reason.

- Or the Kree would find us.

- You did the right thing.

It's okay. It's okay.

She's alright. She's a friend.

I am not gonna hurt you.

She led me to you.

I'm so sorry.

I didn't know.


this is war.

My hands are filthy

from it, too.

But we're here now.

You found my family.

This is just the beginning. There's

thousands of us separated from each other.

Scattered throughout the galaxy.

If I played the same pinball machine for

6 years, I'd have some high scores, too.

Fraternizing with the enemy.


What did you do to your uniform?

They got in her head.

Just like we thought.

The Supreme Intelligence

will set her straight.

You can see they're not soldiers.

Let them go.

- You can have me.

- And the core?

You lied to me.

I made you a better

version of yourself.

What's given can be taken away.

There she is.

Seems like your time on C-53

jogged the old memory.

This jacket? It's

killer, by the way.

The music, it's a nice touch.

- Let... me... out.

- No can do.

If you hurt them, I will

burn you to the ground.

With what, exactly?

- Your power comes from us.

- You didn't give me these powers.

The blast did.

And yet, you've never had the

strength to control them on your own.

Flerken. Threat: High.

It's a cat. Not Hannibal Lecter.

Human male.

Low to none.

That thing is clearly busted.

Load the Flerken on the heli.

Eject the others into space.

You did good, ace.

Thanks to you, those insidious shapeshifters

will threaten our borders no more.

I used to believe your lies. But the

Skrulls are just fighting for a home.

You're talking about destroying them

because they won't submit to your rule.

And neither will I.

We found you.

- We embraced you as our own.

- You stole me.

From my home.

My family, my friends.

It's cute how hard you try.


Without us...

Give it up, Carol!

... you're weak.

You're flawed.


We saved you.

Without us...

you're only human.

You're right.

I'm only human.

On Hala, you were reborn.


My name... is Carol.

She's trying to break out.

I've been fighting with one

arm tied behind my back.

But what happens when...

... I'm finally set free?

You, know you're glowing, right?

I'll explain it later.

Take the Tesseract.

Leave the lunchbox.

- Me?

- Yes.

- I'm not touching that thing.

- Want me to get you an oven mitt?

Get the Skrulls in the

QuadJet and go.

Take the Flerken with you.

- What about you?

- I'll buy you some time.

I'm picking you up now.

I'm trusting you not to eat me.

Hey, guys.

Arm-wrestle for the Tesseract?

I used to find you amusing.

Let's put an end to this!


Good kitty!

You knew all along.

Is that why we never hung out?

No. I just never liked you.

Hey! In a hurry?

- Don't make me do this.

- Okay.

Now! Come on! Do your thing.

Come on!

Dammit, Goose. Pick a side.

Take them to the hangar too.

We'll blast them all into space.

Play it cool.

Just like Havana.

- Do you have the thing?

- The Flerken kitty ate it.

Come on. Move. Move!

Follow my lead.

Cover her eyes.

Get on the ship.

Let's go, let's go.

Nice diversion.

I could've swore,

I put it in there.

- Minn-Erva, take them down in a dropship.

- On it.

You all right, friend?

Never... better.

We've got a bogey.

Coming in hot.


What the hell was that?

Deploy ballistic warheads.

That's impossible.

C-53 doesn't have a defense system

advanced enough to destroy our warheads.

That's not their

defense system, Ronan.

Take her down.

Return to the jump point.

We'll be back for the weapon.

The core?

The woman.

I'm so proud of you.

You've come a long way since I

found you that day by the lake.

But can you keep your emotions in

check long enough to take me on?

Or will it get the better

of you, as always?

I always told you...

you'll be ready, the day you can

knock me down as yourself.

This is that moment.

This is that moment, Vers!

Turn off the light show,

and prove, prove to me,

you can beat me with...

I have nothing to prove to you.


- I can't go back empty-handed.

- You won't be empty-handed.

I'm sending you with a message.

Tell the Supreme Intelligence

that I'm coming to end it.

The war, the lies, all of it.

You can't do this.

That was a close call, huh, Goosey?


The bad guy's still in

there somewhere--- Oh!

Mother Flerken!

- You okay?

- Yeah. It's just a scratch.


I can't believe you got into

the raddest dogfight ever.

I'd say you arrived

just in time.

That's some nifty flying

you did out there.

SHIELD could always

use a good pilot like you.

I'll consider it.

As long as you don't call

my flying nifty again.

How's your eye?

Getting better every second.

Just so I'm clear, you were

Soh-Larr, and the SHIELD agent?


Tied my boss up,

stole his identity.

I borrowed his likeness.

I'm no thief.

It's a little like thief.

Whose side are you on?

You're good to go here til you recover, but

you and your family will need a new look.

- I could go back to being your boss.

- Please don't.

Come on. I love sporting

his beautiful blue eyes.

No way, you guys have the best eyes.

Don't ever change your eyes.

I'll help you find a home.

Finish what Mar-Vell started.

They can stay here

with us, can't they, Mom?

They won't be safe here, baby.

Auntie Carol is right.

They need their own home.

I'll be back before you know it.

Maybe I can fly up and

meet you halfway.

Only if you learn to glow,

like your Auntie Carol.

Or maybe I'll build a spaceship.

You don't know.

He doesn't.

Keep the Tesseract on Earth.


You're sure that's what

Marvel would want?

- Mar-Vell.

- That's what I said.

It's two words. Mar-Vell.


Marvel sounds a lot better.

You know, like the Marvelettes?

Not ringing any bells?

Keep singing. Maybe

it'll come back to me.

I upgraded it.

Range should be, a couple

galaxies, at least.

What? You think I'm

gonna crank call you?

For emergencies only. Okay?

Well, if you're ever

passing back through this

galaxy, be sure to give

a brother a shout.

We got the ketchup stain off.

Thanks, Lt. Trouble.

It's hard for me to

say goodbye, too.

Go on.

Glad to have you back, sir.

This came for you.

So, is it true?

That the Kree burned your eye out because

you refused to give them the Tesseract?

I'll neither confirm nor deny

the facts of that story.


I'm sorry to report that we still

haven't found the Tesseract.

I'm sure it will

turn up somewhere.

I'll let you know when it does.

Then what?


We have no idea what other

intergalactic threats are out there.

And our one-woman security

force had a prior

commitment on the other

side of the universe.

SHIELD alone can't protect us.

We need to find more.

- More weapons?

- More heroes.

You think we can find

others like her?

We found her and we

weren't even looking.

Get some rest, sir.

You got a big decision to make.

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