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Captain Marvel is a 2018 film released in the Earth-11584 continuity of the Marvel Cinematic Universe. It is the first big screen adaptation of the character, the final film in Phase 3 and the 28th film overall in the MCU. The film stars Brie Larson as Carol Danvers, a former fighter pilot dealing with PTSD in the 90s who comes into contact with an alien fugitive. The film was critically well received upon its release, earning a 79% rating on rotten tomatoes and earning over a billion dollars worldwide.

Production

Plans for Captain Marvel to enter the MCU were delayed a few times, as producers and screenwriters weren't exactly certain how to include the character of Carol Danvers into an already established universe. Early drafts of Guardians of the Galaxy Vol. 2 would have served as an introduction to both Danvers and Adam Warlock, but this was changed for Danvers to have her own stand alone film by 2016. By Comic-Con that year, it had been announced that Academy Award Winner Brie Larson would star in the lead role, with Jude Law, Taron Egerton and Clint Eastwood joining the cast shortly thereafter. Eastwood in particular was reportedly paid a "hefty" sum to play the role of Joseph Danvers, Carol's grandfather, in a deal similar to the one Marlon Brando had in the first Superman film.

Drafts of Captain Marvel were initially set in the present day in universe, but that changed by 2017 to make a film set in the mid-90s, pre-dating any other film in the MCU with the exception of The First Avenger. Samuel L. Jackson was brought on board to help give some fleshed out background to Nick Fury, and was digitally deaged for the whole of the film (similar to the process used on Michael Douglas in the Ant-Man films). Filming began in August of 2017 and wrapped in December of that year, with reshoots happening that spring.

Plot Summary

We open in 1989, at the graduation ceremony of the Air Force Academy. In one of the barracks, a frazzled blonde haired woman tries to get her uniform on right, only to be helped by another African American woman. The two fix their uniforms before heading out, referring to each other by their names: Carol Danvers and Maria Rambeau. On the way, Carol scratches under the chin of a orange kitten with the name Chewie on the tag. The two show a good degree of friendship and bonding, recounting some of their tales as cadets at the Academy. They sit together at the graduation, fondly remembering various tidbits of introductions and stories that are told via flashback, including a conversation in which Maria tells Carol that she was "born to fly." We also see the commanding general of the Air Force Academy, Wendy Lawson, who tells the cadets to serve the nation with bright eyes and clear hearts. She tells them that the notion of duty can be a purpose onto itself, but duty with a purpose is something special, and when they find that, it will be what gives them fulfillment in their careers and their life.

The scene ends with them tossing their hats up into the air in traditional fashion, but as the hats come down we hard cut to an aircraft carrier in the Persian Gulf. It is 1991, the closing days of Operation Desert Storm. Both Rambeau and Danvers board their F-16 fighter jets, headed for a search and destroy mission on hidden Iraqi Air Force base. Danvers, codenamed Binary, and Rambeau, codenamed Photon, seem to have not lost any of the comradery that they had two years before, as they bang helmets together and quote lines from Top Gun for fun. As they fly off, each one shows off their flying skills in the jets, as they head for their mission objective in a lighthearted fashion.

However, things take a turn when they get there and realize the intelligence was bad, as they are ambushed by five MIG fighters. Radioing for backup, the two do what they can in a long dogfight with the Iraqi pilots. While both of them are more skilled than the Iraqi pilots, the numbers game catches up with them and Danvers and Rambeau's planes are both damaged severely. Rambeau's jet is more damaged, and Danvers orders Maria to hit the dirt and eject. With only one plane left dogging on her six, Danvers is frantically trying to outrun the jet, her own ejection mechanism damaged. She seems certain that she will be blown up. Suddenly she hears a crash behind her and sees Rambeau crashing her jet into the Iraqi fighter, taking both of them out. Carol screams out for Maria to answer her, but there's nothing but radio silence. We cut to a few months later, at an awards ceremony where Carol is handed the Distinguished Flying Cross for her brave actions in the Gulf War. She puts on a noble smile for the reporters, but hears the crashing of the plane behind her, as a camera bulb flashes and we cut to white, the Marvel logo playing afterwards.

We slow fade in on Carol in a VA hospital in New York City, trying to her best to blend in to a counseling session dealing with coming back from war. It's obvious that the counselor who is there isn't very experienced (or interested in being there) and some of the men in the group ogle Carol from afar. Uncomfortable with the whole thing, Carol slowly leaves the building, taking a moment to peruse a job board on the way out. Before she can leave, she spots a news clipping on the television saying that Wendy Lawson, the first female commandant at the Air Force Academy is retiring this fall. As we pan out from the shelter, we see from the subtext that it is now 1995. We see a disheveled Carol trying to quickly make her way to a shelter for the night. However, when she gets there she finds that they are full up for the night, the last spots having been taken by a family of four. Carol smiles and nods her head to the apologetic volunteer at the shelter, saying that at least it's warm outside that day. She needs to make a call anyway. Inside the shelter briefly, Carol calls her brother, Steve, collect. Steve asks her how she is doing right now and it appears that Carol wants to say something else, but she quickly puts on a facade and says she is doing great in the big city. She's getting ready to start teaching at this fancy new military academy and everything. Steve says that's great and that he's going to be in Tuscon starting tomorrow; he's spending some time with their grandfather this summer. They say their goodbyes and Carol thanks the attendant for letting her use the phone. The attendant says that most of the people who come here don't have anybody else they can turn to, but Carol does. Carol says she has people she needs to keep up appearances for more than anything. Thanking him again, she heads off to the Park to spend some time alone.

As Carol wanders through the park, we see a flashback of her and Maria in the Air Force during the war, discussing their future plans. Carol explains that she sees herself as a lifer in the Air Force, that she wants to inspire people and do good for those she cares about. Maria explains that, while she would like to be right there beside her, she has a little sister back home she needs to look after, and after the war she'll be going back to New Orleans to look after her. Carol smiles and the two awkwardly head off into opposite directions, as the scene ends, cutting back to Central Park and Carol wiping a tear from her eye. She suddenly hears a roar in the distance and sees a fireball coming from the sky, crashing in the ground nearby. Carol drops her few things and runs off in the direction of the fireball to see if anyone was hurt. From the tress she is amazed to see a blue skinned alien lying nearly unconscious on the ground and an old man climbing into the cockpit of what appears to be an alien spacecraft. The craft suddenly takes off and she is left to attend to the alien. He suddenly wakes up, frightened and looking around frantically. He spots Carol and the bracers on his arms suddenly glow with energy. He calms himself down before falling back to one knee, as Carol asks if she can do anything for him. He speaks in an indecipherable language, before placing his hand on her head and suddenly he seems to be speaking perfect English. He calls himself Mar-Vell, and he doesn't have much time, he needs to get away from here and that's hard now that his ship seems to have left. Carol says they are safe right there, but Mar-Vell frantically replies that she doesn't understand, the Quantum Bands need to be kept safe. Mar-Vell points to the bracers on his arms frantically, before suddenly keeling over, seeming to have a seizure. Before Carol can call for help, he slips into a quiet coma, barely breathing. The Bands suddenly click off his arms and Carol looks at them briefly, before they just as quickly attach themselves to her arms. She feels a rush of power as they glow strongly, but that feeling quickly dissipates. As she hears voices in the distance, she scurries back off to the other path, eager to avoid attention as she sees cops approaching.

Carol pulls at the bracers on her arms once she is certain that she has gotten a safe distance away from where the cops are, only the bracers refuse to come off. She tries to pull at them, and inadvertently fires a blast of energy into the path of an oncoming jogger (who complains of watching where she points that thing). Carol looks at her hands, partially in fear and partially curious over what these new powers mean. Elsewhere, in the Area 51 research facility in Nevada, we see a young Nick Fury (minus the eye patch) sitting at his desk going over paperwork. He is introduced to a younger Agent Phil Coulson, who's just been assigned as his assistant in this facility. Fury asks Coulson what he knows about Area 51, and Coulson says that it's reputation is certainly overstated. Fury nods his head, explaining that Director Strucker told him exactly what this was when he sent him here: a dead end. Despite this, they get a call from the NYPD, informing them of a crash. Fury briefly changes his tune, saying that today might be an interesting day after all, as he boards a plane headed for New York.

We cut back to New York and Carol sleeping underneath the Williamsburg Bridge on the Lower East Side, though obviously not able to sleep given the events of the night. As she tosses and turns she has more memories of the crash that killed her friend, and whatever sleep she was in she suddenly snaps out of, covered in sweat. Doing so draws the attention of a group of kids, who surround Carol and are armed with knives. The seeming leader of the group, a guy named Danny, tells Carol just to play nice with the Yancy Street Gang, and everything will be fine. However some of the other gang members approach to fast, and out of instinct Carol starts fighting them all, finding her strength and speed magnified by the powers of the bracers. At one point she picks up Danny, holding him by his neck and says not to threaten her or anyone else in this neighborhood again. Danny, frightened, asks if he can be let down to the ground now, and Carol looks down to discover that she is floating through the sky, a faint aura around her. Carol drops Danny and experiments, as the Yancy Street Gang runs off to elsewhere. She slowly rises and falls, getting a hang for the movement through the air, before she takes off to the sky. When she stops, she looks down and sees the skyline of New York below her. Smiling for the first time in forever, she lets out a hollar and begins flying through the air, showing off her new abilities to no one but herself. However, she is suddenly bombarded with the images from before, and she loses control of her abilities, crashing into a dumpster near a bus station in Jersey. Getting out and seeing the bracers on her hands still won't come off, she looks at the bus schedule and sees "Kingman Arizona" on the destination list. She goes to the counter and, using what little money she has, buys a ticket and stows away on the bus, with no other destination in mind.

The next afternoon Fury is surveying the wreck damage at Central Park, and Coulson explains to him that there appeared to be no witnesses to the crash. Fury remarks that will make the press story a lot easier of it being a weather balloon, though this guy will be harder to explain. The camera pulls back and reveals the body of Mar-Vell on a stretcher, though his normal blue hue has become lighter and more reddish since the night before. Coulson says they drew blood from this guy for analysis, but they can already tell he's not human, whatever he is. Fury explains that, despite Area 51's reputation, this is the first time he's ever seen an extra-terrestrial, other than the ones rumored to be on the moon. Coulson laughs at that "fairy tale", before receiving a phone call from Director Strucker, wanting to be kept apprised of the situation. Fury says that he'll take the call in his car on these new vidscreens they have, even though the reception sucks. Coulson is pulled aside by one of the cops, who tells him about some "hoods" down in the Lower East Side talking about a woman flying through the air. Coulson tells the cop to dismiss the story, but files it away for later. We cut to orbit, where we see a larger craft similar to the one that crash landed arrive in distant Earth orbit. One of the Kree soldiers, identified as Noh-Varr, explains that they have arrived at Earth, though it was difficult to find it, as if it were cloaked somehow. Another Kree, which we see is Korath, asks if this is some sort of advanced technology, and the seeming leader of the group, bathed in shadows, simply says it's more likely sorcery than science. They detect one Kree lifesign on the planet, but no sign of the craft. The leader smiles and says they'll wait for the criminal to stop running before they take him.

A couple of days pass as we get a montage of Carol riding the bus across America to Kingman, as well as Mar-Vell's body being taken to Area 51. While Carol is sleeping, she dreams of a scene with Maria just before their deployment in Iraq, after Carol had a particularly bad date and both of them were a little drunk. As they settled into the off-base apartment they shared, Carol comes on to Maria a bit, though Maria holds back her advances, saying that Carol is drunk and not thinking straight. This fact seems to sober Carol up, and the two have a more serious discussion about their friendship and their closeness, Carol admitting she has always harbored some degree of feelings for Maria, while Maria can't completely deny it herself. She says after they leave the service, they might need to have a discussion about things, which Carol agrees to. In the real world Carol is startled awake with the realization that they have arrived at the destination, Kingman. She gets off the bus and trudges off onto a suburban street. We cut to inside a small ranch-style home, where Steve Danvers is emptying some boxes for his grandfather, Joseph. Steve asks Joseph where he wants all of "Grandma's old sewing stuff" and Joseph simply replies to leave it in the den where he can go through it. The doorbell rings and we see Joseph, an aged but impressive looking older man, as he saunters to the door. He is shocked when he sees Carol on the other side, but happy to see her nonetheless, the same said for Steve when he sees his older sister. They ask Carol why she's not back in New York, and Carol tells a half-truth, saying that she just wanted a chance to get out of the big city. She also admits that she hadn't seen them since the funeral of her father some time earlier. Joseph seems to key in that she's not exactly telling the truth, but he humors her and tells Steve to put her in the third bedroom.

Back at Area 51, Coulson is analyzing the blood samples they got from Mar-Vell, who seems to have slipped into a coma (but is still alive, at least as far as they can tell). Coulson says to a nearby scientist that this blood type is similar to that of a "universal donor" in human terms, but even far more advanced, at least as far as he can tell. He says if they can find a way to synthesize it, they might have a major medical breakthrough. Suddenly an alarm goes off and another agent comes running in, asking for Fury. Coulson says Fury hasn't returned from New York just yet, and he is led to the center of the base, where the three Kree soldiers have arrived, pointing weapons at the SHIELD agents who have their weapons drawn. Coulson tells his men to stand down and tries to communicate with the Kree, who speak unintelligibly at first. The man who seems to be in charge holds up his hand and moves forward to Coulson, placing his hand on his head and handing him a small communicator device to place in his ear. Once he does so, we hear what Coulson hears, as the man says his name is Ronan, Accuser, and he has come for the prisoner. Coulson says they need to follow protocol and speak with his superior officer, something that Ronan says he appreciates, telling Korath and Noh-Varr to stand down (the latter standing down much quicker than the former.)

In Kingman, Carol is looking over a photo on the wall of her as a young girl with her father, brother and mother, when she is interrupted by a meowing behind her. She is surprised to see her cat, Chewie, staying with her grandfather and brother. As she picks him up and pets him, the fact that she was a present from Maria causes her to try and hold back tears, as the events of the last few days come back to her, old memories drudging up. She hears a knock on her door and sees her grandfather, quickly trying to hide her tears. Joseph asks if everything is alright, and she quickly lies, just saying she was going through old photos. Looking over her shoulder, Joseph says he always liked that photo, especially since it was before Carol's mother died. Carol notes that he never did like their stepmother which gets a laugh from Joseph. They continue to talk before Joseph finally gets to the point: why is she here. Carol tries to say she just needed to get away from the city for a while, but eventually confesses that life in New York wasn't going as she had planned. In fact life since the Air Force hadn't gone as planned, ever since...she stops herself and is unable to discuss Maria's death at that moment. Joseph says he knows how she feels, and leads her out of the guest room and into a small study, where he shows her stuff from his time in World War II. They focus on a picture of a younger Joseph and a man named Charlie, whom Joseph explains was a brother in everything but name. They enlisted together and went into the same division together. However, during the fight they were both captured by this rogue science division and were sent to a camp thirty miles behind enemy lines. This "Swiss Doctor" he explains, was randomly selecting people to be human test subjects, and Joseph was one of the men he chose...until Charlie stepped in and volunteered to take his place. Joseph explains that he never saw Charlie again, even after the camp was liberated a few weeks later. He says he struggled to come to grips with that for a long time, until he met Carol's grandmother and started a family, forcing him to move on. Carol says it's the same with her, she has no meaning right now in life. She goes on to explain a bit about Maria and how she saved her, and the two embrace with a greater understanding of their losses. Steve, not having heard any of it, calls them to the kitchen for a quick lunch, commenting on the "weird looking bracelets" that Carol is wearing.

We cut back to Area 51 where we see Nick Fury speaking with Phil Coulson about their new "guests", who despite having agreed to wait for the "commanding officer of this planet". Coulson says that they read as the same type of aliens as the one in the medbay, who's condition hasn't improved. Fury enters the interrogation room with Ronan and his Pursuers, Korath and Noh-Varr, while Coulson goes off to contact Director Strucker. Fury introduces himself as the head of this facility, and when asked says he speaks for SHIELD, on behalf of over 120 nations. Ronan says that will suffice and explains why they are here. He says that a craft crash landed on the eastern coast of North America three days ago, which Fury says he knew about, but that the craft disappeared. Ronan insists he is not interested in the craft, merely it's occupant. He identifies him as Mar-Vell, a former Sentry with the Kree Special Forces in their war with the Skrulls (briefly explaing that the Kree and the Skrulls are two of the four great empires in this part of the universe, along with the Shi'ar and the Nova Empires). Mar-Vell, he explains, is wanted as a criminal against the Kree for desertion. Ronan merely wishes for Mar-Vell to be turned over to their custody. Fury says that they have procedures for this on their plant, Mar-Vell might want to request asylum on Earth. Ronan dismissively laughs, saying that if Earth defies the Kree, they will be squashed as easily as any other primitive world would be. Fury gambles, saying if that was the case than why haven't they already done so? Ronan is perturbed by this point, but concedes that their are other factors in play. He does add that humanity is taking it's first baby steps into the universe, and sooner or later they will be visited by a people not quite as peaceful as the Kree are. It would be helpful to have allies in this endeavour, or at the very least, not burn bridges with potential allies. Fury counters, saying that he was merely pointing out a legal procedure, and that he wasn't making any kind of threat, which Ronan immediately went to, which begs the question exactly how peaceful the Kree are. Korath is incensed at the insult, but Ronan holds him back, saying that Fury serves another "director" over him, which Fury confirms. Ronan tells him to speak with his director, and he thinks that he will get his way. On cue, Coulson interrupts, saying Director Strucker wishes to talk with Fury.

Fury speaks with Strucker over one of "those vid-phone things" that Fury was talking about before, and the director of SHIELD informs Fury that they are to do whatever they need to appease these aliens. Fury tells Strucker that something about this doesn't sound right, but Strucker makes it a direct order, saying that these aliens obviously have technology "miles above their own." Frustrated, Fury returns to Ronan and his crew and escorts them to the infirmary where Mar-Vell is being held. He says that it doesn't look like he'll make it, but Ronan just laughs again, saying that Mar-Vell is likely in a hibernation coma, a state the Kree can enter when they are nearly mortally wounded. He should be fine soon, Ronan explains, before noticing that the Quantum Bracers are no longer on Mar-Vell's arms. He asks Fury what happened to them, but Fury honestly answers that he has no idea what Ronan is talking about. Ronan curses under his breath and orders Noh-Varr and Korath to stand guard until Mar-Vell wakes up, he needs to find the Bracers and convene with the Supreme Intelligence. Without warning Ronan beams out of Area 51, leaving his crew to stand watch over the room, much to Noh-Varr's annoyance. Back in Kingman, Carol is having a friendly meal with her grandfather and brother when Steve asks about the bracelets again. Carol makes up a half-truth, saying that she just found them in Central Park, and speculates they must be some kind of special thing cause they don't want to come off. Joseph says that maybe all she needs is some elbow grease and he moves to remove the bracelet easily, only for it to accidentally discharge an energy blast, blowing a hole through their dinner table. Carol is flummoxed by this, but says that she'll try to explain. In Ronan's ship, he receives a notification that there has been a discharge of energy matching the Quantum Bracers, but they need time to narrow down the search given how brief it was. While he waits, Ronan enters into a green empty room, and calls the Supreme Intelligence of the Kree, appearing to transport to another world as he does so. The Supreme Intelligence, appearing as a giant floating green head and speaking with seemingly a thousand voices, says to Ronan that he is to acquire the Mar-Vell, with little regard for the human population of Earth. Ronan does not mentuon anything about the Quantum Bracers, however. As Ronan exits the chamber, he sees the scanners have located the Bracers, or at least narrowed down the search area. He teleports down to take a look at it.

Inside Area 51, Korath and Noh-Varr are discussing Mar-Vell in their native language, with Noh-Varr indicating that it was hard to believe that a hero as decorated as Mar-Vell would betray the Supreme Intelligence. Korath tells the young pursuer that it is not his place to question Ronan or the Supreme Intelligence. Noh-Varr says he isn't, but he does admit that this whole thing appears to be a bit off, like maybe there's something Ronan isn't telling them. Korath tries to answer when they turn around and see Mar-Vell awakening from his hibernation coma. Korath approaches the "criminal" and tells him that he is under arrest in the name of the Kree Empire. Mar-Vell instinctively lifts up his hands to Korath, and is only briefly shocked when nothing happens. Before Korath or Noh-Varr can stop him, Mar-Vell jumps into the air and kicks Korath in the mouth, before stealing his gun. He points it at Noh-Varr, who hesitates on shooting him. Korath orders Noh-Varr to act, but the younger pursuer doesn't immediately do so. Mar-Vell uses the distraction to blast a hole in the infirmary and run out into the SHIELD facility. He runs through, chased by Korath and Noh-Varr, while Coulson and Fury round up SHIELD agents to try and contain the situation. Mar-Vell evades capture long enough to escape to the surface, when he is surrounded by SHIELD agents all with their weapons drawn. Fury tells the agents to stand down as Korath and Noh-Varr catch up to them. Mar-Vell tells Fury to let him go, if they let those two take him, then all may be lost for the galaxy. Korath replies that the humans won't fall for his tricks. Ronan will find the Quantum Bracers and that will be the end of it. Noh-Varr is surprised by this admission, thinking they were here more for Mar-Vell. Fury asks what the hell Quantum Bracers are, but Korath interrupts Mar-Vell, saying that is not the human's concern. Korath approaches Mar-Vell and a fight between the two breaks out, but with Mar-Vell still wounded he is no match for Korath. Fury, following Strucker's orders "to the letter", doesn't interfere. Noh-Varr, however, stuns Korath with his weapon and demands Noh-Varr explain himself. Mar-Vell pulls up a scanner from his belt and notices something, saying he'll explain along the way. They board a helicopter and Mar-Vell directs them to the area around Kingman, Arizona, a couple of hours away.

Back in Kingman, Carol has finished explaining herself to Joseph and Steve, only to have them just stare at her dumbfounded. Steve thinks it's "cool" their appear to be aliens on other worlds, while Joseph simply think she's telling stories. Carol says it's not a story, as she activates the bracers to have her flying through the air as a simple demonstration. Steve asks if it's possible for him to do that, but Carol doesn't seem to think it works that way. They are interrupted by a being teleporting into their cul-de-sac, namely Ronan. He introduces himself as an Accuser for the Kree Empire, and he is here to repossess that piece of equipment. Carol tries to explain that she can't seem to get them off, and Ronan says that won't be a problem, once she is dead. He fires a blast from a palm blaster he is carrying, and Carol ducks out of the way, tackling her grandfather to the ground in the process. She tells him and Steve to get inside, before firing a blast at Ronan, which drives him back further into the street. Carol tries this again, but Ronan absorbs the energy with his large hammer-like object, redirecting it back to the ground in front of Carol who is driven back. The fight continues this way for a while, before Ronan seemingly has Carol beaten via his experience. As he approaches a downed Carol, speaking about the need for those Bracers to "ascend to the next level of evolution", he is shot at from a distance by Joseph, who aims a shotgun at him and tells him to get the hell away from his granddaughter. The shot does little to Ronan, who blasts Joseph with his palm blaster, sending him careening spine first into his house. Carol rallies with this and begins punching out Ronan with enhanced strength due to the Bracers, forcing the Kree to retreat briefly. Carol goes over to Joseph, who has fallen unconscious, before cradling him in her arms and flying off to a nearby hospital, demanding help from anyone.

Ronan appears back on his ship, surprised to find Korath their as well. Korath explains Noh-Varr's actions and says that "their plan is in danger." Ronan angrily tells Korath not to mention it as "their plan," it's HIS plan. He reminds Korath that Mar-Vell, "greatest" of their heroes, being added to the Supreme Intelligence would cause the leader of the Kree becoming weaker with his ideals of peace. That's why they need the Quantum Bracers, so that they have the strength and power to overtake the Supreme Intelligence and lead the Kree themselves; less beholden to the past and more focused on the future of their people. Korath nods his head, and tells Ronan that they have followers in the Kree Accuser Corps that will help them attack Earth, if necessary. Ronan tells him to summon them, but that he wants to try and avoid that possibility, lest they bring the wrath of the Supreme Intelligence or, worse, the Asgardian fleet, down upon them. Rather, they should dispatch Cotati Shock Troops they have at their disposal. An hour or so later, Carol and Steve are told by the doctor's that Joseph will live, but that his back was severely injured in the "accident", possibly paralyzing him for the rest of his life. The brother and sister enter Joseph's room, finding him hooked up to several machines and unconscious. Carol says this is all her fault, she should have just stayed out of their lives and everything she gets close seems to get hurt. Steve assures her that's nonsense, but their conversation is cut short by the arrival of Fury and Coulson, who are looking for Carol (or more appropriately for the owner of these "weird bracelet things".) They introduce themselves as belonging to SHIELD, and Carol says she had heard of them, but didn't know much about them. Coulson admits he's an admirer of Carol, saying he heard about her combat missions in the Gulf War. Carol ignores his words, and asks what this is all about as they lead her out of the hospital and to a waiting car, where Mar-Vell and Noh-Varr are waiting.

As they drive away, Mar-Vell explains to Carol who he is, that he is a decorated soldier in the Kree Special Forces who is nearing the end of his service and his life. He had agreed, long ago, rather than entering into retirement he would take his place amongst the pinnacle of his people, merging his consciousness with the Supreme Intelligence of the Kree Empire, and it is his hope that his experiences will help make the Kree more passive as a race, less warlike and possibly even bring about a peace (or at least a ceasefire) with their longtime enemies the Skrull. Carol says how he could accomplish this if he gives up his individuality, but Mar-Vell explains that it isn't like that at all. The consciousness of the Kree still exists within the heavenly domain of the Supreme Intelligence, they just now can influence it to a greater degree once they bond with it. Mar-Vell says the Quantum Bracers are important because Ronan, the man who is after them, is seeking to lead a coup against the Supreme Intelligence. With the powers of Quantum Energy at his disposal, he could destroy the main power core of the Supreme Intelligence on Hala. That is why he asked Carol to take them, so that Ronan couldn't get them. Carol asks if they can be taken off of her; she never asked for these powers or to be a hero. Fury chimes in, saying that the sort of power they are talking about could revolutionize the world and bring justice to a lot of bad guys. This sets Carol off, saying she thought she had already done that already, making the world safe for a bunch of people she never met just for the sake of following orders. Fury calmly replies that he had done that too, and he had lost people in war too. Carol says he can't know what that was like, and Fury simply replies that he does, but that part of the job is just the risk that heroes have to take. Carol snaps back that she's not a hero. Fury simply replies that no one is asking her to be. Heroes don't have to be told what to do, they just do it. Carol recognizes the line from Wendy Lawson's speech at the beginning of the film, also a sentiment that Maria had echoed, but doesn't say anything in response. Interrupting them, Mar-Vell comments that he has summoned a new ship to Earth, and when it arrives they will then have the tools to remove the Bracers if that is what she chooses. Fury tells them that until then, they need to stay close to Area 51.

When they arrive at the base though, they find it overrun by several pink-skinned aliens with large branch like structures protruding from their arms. Mar-Vell explains that they are Cotati shock troops, front line attack dogs of the Kree Special Forces. Mar-Vell, Noh-Varr and Carol begin fighting the Cotati, with Coulson and Fury flanking them from a nearby helicopter. One of the Cotati manages to shoot down said helicopter, causing it to crash land badly. Fury escapes, but Coulson is caught in an explosion and knocked unconscious. The Cotati are eventually defeated, mostly by Carol using the power of the Bracers. Coulson is taken into the infirmary while Fury is told that Director Strucker arrived at Area 51 shortly before the alien attack and that he wants to see him. In the infirmary, the doctor tells the group that Coulson likely won't survive the night, but Mar-Vell says that he will. He hooks himself up to an IV and transfuses some of his blood into Coulson, which causes his internal injuries to heal themselves almost immediately. In Fury's office, Strucker is furious that he ignored his orders to help Ronan solve this immediately. Fury says that it was one thing when they wanted to turn over an alien fugitive, but if what Mar-Vell says is true then they'd be turning over Carol, not to mention giving a potential enemy a nearly limitless energy weapon. Strucker cuts him off, saying that the decision has already been made, and that they are broadcasting on a radio frequency to try and get Ronan's attention. Fury is to escort the fugitive and the girl to a nearby hanger to wait for Ronan to reply, if he refuses then he will be drummed out of SHIELD altogether.

Fury begrudgingly does as he is told, while Coulson protests. Fury tells Coulson that he has his orders, and leads the four to a nearby hanger...where another aircraft is waiting. Fury leaves Coulson in charge to "do some paperwork", pointing out his pager number if anyone needs to get a hold of him for a reason. We next cut to Strucker's office as he sees the door to the hanger blowing off, with Carol, Mar-Vell and Noh-Varr taking off in a helicopter, leaving him only to stew. The group flies away from the SHIELD base, landing where a nearby Kree pod has apparently landed to meet them. Mar-Vell tells Carol it will take some time to get the Quantum Bracers off, but under the Kree cloak they should be safe for the moment. Mar-Vell begins working as Noh-Varr tells Carol some of his backstory, and explains their war with the Skrull's, Mar-Vell occasionally interjecting to correct the "propaganda" that Noh-Varr has been fed over the years. The truth of the matter, they conclude, is that the war has been going on for so long that they've forgotten exactly how it started, and that there doesn't appear to be an end in sight. This is why Mar-Vell feels he needs to merge with the Supreme Intelligence, perhaps his experience and pacifism can queel the war-driven nature of his people and help bring the war to an end at last. Carol digests this information, and asks if Earth could be caught up in this war. Noh-Varr explains that Earth is protected by some kind of barrier by a group of people known as Asgardians, but if enough force came from either the Kree or Skrulls, they'd be an easy target. Mar-Vell announces that he's ready to remove the Bracers, but Carol tells him to just hold off. Mar-Vell says that if she continues to hold onto them, then their energy will forever alter her DNA. Carol doesn't care, they need her help to fight against Ronan. She does say that maybe they can do with just one of them off for a moment. The two Kree consider each other and smile, as they lay out a strategy to attack Ronan's ship.

In orbit, five or six accuser ships come into orbit around the moon, drawn there by Ronan's summons. Ronan announces that the ships will remain away from Earth orbit unless necessary to launch an invasion, though he does request they beam the Cotati soldiers they have to his ship to allow them to attack the Earth base, if necessary. Ronan's attention is diverted away when Korath tells him a singular ship is leaving the planet, headed straight for them. The scanners show two Kree lifesigns on board, and Noh-Varr contacts them, telling them that he has captured Mar-Vell and is bringing him back to the ship, asking for permission to dock. Despite Korath's advice to the contrary, Ronan allows this and greets Noh-Varr and Mar-Vell in the docking bay. Ronan demands to know where the Bracers are, and Noh-Varr honestly answers they are still on Earth in the base. He explains that there's no way to remove the bracers without killing the girl, and they need more than just themselves for that effort. Ronan asks Noh-Varr why he fought the first Cotati force, and Noh-Varr says it was because he was misguided by Mar-Vell's lies, and apologizes for his actions. Ronan seems to accept this, and they lead Mar-Vell, who has remained silent, into a bridge chamber. Ronan gives the order to Korath to beam down the Cotati to the Earth base when he arrives, after verifying that Carol is in fact there.

Back at Area 51, Strucker is on the phone with another entity, speaking about special technology that may come into their possession, when all of a sudden Cotati soldiers appear on the base and start attacking. SHIELD begins fighting them with what they can muster as Strucker calls Fury and Coulson. Fury ignores the calls on his pager, saying that he hopes this plan of theirs works, as he doesn't know how long they can hold these pink plant people at bay. Coulson points out that they just need to hold out long enough to get Ronan off his ship, giving Danvers time to do her thing. Inside Area 51, we see Carol donning Kree armor similar to that which Mar-Vell was wearing, only with a red and blue motif as opposed to the teal and grey. She begins to leave the bunker when she stumbles across Strucker, who threatens her to get back inside, but Carol simply punches him in the nose and knocks him out. Outside, Fury and Coulson are falling back from the onslaught of the Cotati, and Nick takes a slash to the eye. Ronan suddenly arrives and demands the girl, wherever she is being kept, and offers them one chance to comply. Fury simply tells Ronan he doesn't respond well to threats, which cues Carol chiming in that neither does she, as she strikes Ronan as hard as she can with the Bracers powering her blows.

Ronan and Carol fight yet again, Carol first wiping out most of the Cotati warriors with a simple gesture. Ronan seems impressed with the improved control she's gained, proof that the Bracers have apparently bonded with her. Carol smirks and then goes to fight with Ronan again, their battle this time more of a stalemate for a brief while. However, eventually Ronan is able to hold back Carol yet again, saying that though she fights valiantly, she cannot defeat an accuser at full power. Carol admits that, saying she's fighting with one arm tied behind her back, revealing that one of the Bracers has been removed. Ronan demands to know what is happening, which only leads Carol to smirk. On board Ronan's ship, Mar-Vell reveals he is wearing the other bracer, as he and Noh-Varr spring their trap on Korath and eventually knock him into one of the escape pods on the ship and sealing it shut briefly. Mar-Vell enters the same room Ronan had before to contact the Supreme Intelligence, removing the Bracer before he does so and handing it to Noh-Varr. He pleads with the Supremor to allow him to merge with it, so that they might all benefit from his wisdom. The Supremor asks why it delayed the merger to this point; why Mar-Vell fled if he wanted to be part of the collective after all? Mar-Vell says he always wanted to merge, that Ronan had made up lies in an attempt to overthrow the Supreme Intelligence. The Intelligence cannot believe this, causing Mar-Vell to again repeat his request to merge with it and then it will know the truth.

Back on Earth, Ronan radios Korath on his ship and gets no response. He then activates another beacon, and in space Noh-Varr can see the other Kree ships moving to intercept them as Mar-Vell begins merging with the Supreme Intelligence, his physical form fading into oblivion during the consciousness download. Before Noh-Varr can act, Korath jumps him from behind and informs Ronan over the intercom that they have one of the Bracers, and Mar-Vell is attempting to merge with the Intelligence. Ronan immediately transports back to his ship, leaving Carol alone with Fury. Fury asks what she's going to do now, and Carol simply looks down at the other bracer. In her mind, she hears a repeat of Maria Rambeau during their Air Force Academy days, saying that she was born to fly. Carol tells Fury she's got this, before flying off into space to meet with Ronan's ship. She is amazed at the sight of Earth from outer space, and undaunted at the prospect of the large Accuser-warship in orbit, with several others close by. Smiling, Carol charges forward towards Ronan's ship. On board, Ronan attacks Noh-Varr and attempts to take the Quantum Bracer from him. Noh-Varr holds his ground as Ronan also tries to stop the consciousness download of Mar-Vell. He is only successful in delaying it though, as he is interrupted by the arrival of Carol, who easily dispatches Korath and goes after Ronan. Ronan attaches the other Quantum Bracer on his arm and attempts to use it, as Carol blasts him, but the two bracers refuse to fire on the other one, as they are a matched pair. Ronan realizes that means that the playing field is "even" while he is wearing it, and he charges at Carol, who has to outwit him with her own strength and agility. The fight on the bridge is a tough one, as the Bracer only grants Carol the durability to withstand Ronan's strikes with his hammer. However, surreptitiously, she allows Noh-Varr to finish the consciousness download, as Mar-Vell's body disappears.

Carol is nearly beaten by Ronan, held down by his hammer as he taunts her for challenging the mighty Kree, but Carol points out that his army seems to be abandoning him. Ronan turns and sees the other ships that had been advancing on Earth turning and fleeing into hyperspace, as Korath tells him they've just received a message from the Supreme Intelligence to return to Hala immediately. Ronan curses under his breath, and gets tripped up by Carol, who brings him down to the ground and disarms him, removing the other Bracer from his arm and attaching it to her own. Seeing the writing on the wall, Korath heads for an escape pod and departs the ship as quickly as he can. Meanwhile Noh-Varr holds off a few Cotati soldiers still on board, while Carol and Ronan continue to fight, wrecking the bridge in the process. Eventually, Carol has beaten Ronan, but the Accuser hits a button on his chest, driving the accuser ship's engines forward full tilt so it can crash into the Earth. Noh-Varr makes for another escape pod at Carol's urging, and Ronan tries to prevent Carol from escaping, saying that if the Kree society is to become pacifist, then he would rather die. Carol tells him you should never be consumed by war, but Ronan is incessant and he charges headlong at Carol. Danvers simply ducks out of the way, and with the damage to the ship's hull, Ronan causes a huge hole to breach in the ship, sucking him out into the atmosphere where he simply burns up. Carol struggles to reform a force field around herself and flies out of the same hole, trying to stop the fast descent of the ship as it breaks up in the atmosphere. Through sheer force of will she manages to steer the ship towards the desert near Area 51, and Fury and Coulson witness the crash from afar. Amidst the rubble, the Bracers short themselves out on Carol's wrists and disengage, however there is still a heavy glow about her as she passes into unconsciousness.

A short time later Carol is on board another Kree ship, being looked after by Noh-Varr. As she comes to, Noh-Varr explains that Mar-Vell's merger was successful, and the information gleamed from that led to the exposure of Ronan's plot and the recall of the Accusers who were loyal to him. Carol tells Noh-Varr that Ronan is dead, and Noh-Varr expresses that the Supreme Intelligence suspected as much. Carol says she feels different now, noticing that the bracers are no longer on her wrists. Noh-Varr says that the last little stunt of hers burned out the Bracers, but as a side effect it altered her DNA and gave her access to most of her powers from before. He also says that the Supreme Intelligence would like to speak with her when she's able. We cut to a similar room as before, as Carol tentatively enters it. At first she sees the hulking green monstrosity of the Kree Supreme Intelligence, but the Supremor quickly adopts a more familiar face in that of Air Force General Wendy Lawson. The Supremor thanks Carol for her aide to the Kree Empire, and apologizes for dragging her "unevolved" planet into this internal matter. Carol says thanks, she thinks, and then asks if these powers she's gained are temporary or permanent. The Supremor replies that it is the latter; the Bracers forever alter the DNA of their user if they are overused, just as Carol had been warned about before. Carol shrugs her shoulders and says its a small price to pay. She asks to know more about the universe and the Earth's place in it, but the Intelligence cannot answer this question. Like it is for herself, Earth must find its own way into the cosmic scale. Carol says Ronan was ready to conquer Earth if necessary, how can she be sure that there aren't other species who aren't like him. The Supremor replies that the Skrulls are one such race, but that it is unlikely they have made it as far as Earth, as far as they know, for now. That will definitely change in the future. Carol asks about the Kree-Skrull war, and if Mar-Vell's feelings on that conflict will change anything. The Supremor contemplates this for a moment, before adopting the form of Mar-Vell briefly, saying that his voice has been heard, but that the Supreme Intelligence has decreed that the war must continue, at least for now. Carol sighs and asks how long "for now" is, and the Intelligence returns to the form of Lawson, saying that is something that they need to discuss in further detail.

We cut back to the hospital in Tucson, where Carol is standing by with her grandfather and brother. Joe repeats what Carol just told him: the Kree want her to serve in the Special Forces on Hala for 25 years in exchange for the Kree's promise to stay out of the affairs of Earth and prevent incursions by the Skrull into their sector of space. Carol thinks its for the best, as it's really the only way to ensure that the Earth is somewhat protected from alien invasion like this. But Steve asks about the price, she'd essentially be giving up her friends and family here on Earth. Carol glumly admits she didn't have too many friends, and as for family...she could still come and visit when she got the chance. Joseph makes her promise to that effect, and says that no matter what she does or decides to do, he will always be proud of her. Cutting back to Area 51, we see Fury and Danvers standing with each other, as Carol explains the deal with Fury, who is now wearing an eyepatch. Fury calls her "Captain" after her Air Force rank, and Carol utters "Captain Mar-Vell" just for laughs. She hands Fury his old pager, saying that she had Noh-Varr make some minor adjustments to it, and that if they need her for emergencies on Earth, be sure to give her a call (assuming she's in range.) She also says she doesn't trust Director Strucker, given what she's heard from him in their limited time together. Fury says he'll keep an eye on him.

In the postlude, Strucker sends Fury to Istanbul, the only place he can think of as more of a backwater post than here, and sends Coulson to the SHIELD academy to train agents. Technicians in Area 51 begin reverse engineering some of the technology from Ronan's crashed ship, but admit it will take decades to fully understand it. We also see Fury putting the finishing touches on a pair of proposals to present to Strucker and the rest of the brass at SHIELD, one for a side-organization called the Sentient World Observation and Response Department (SWORD) and a side protocol called The Avengers Initiative. We see Steve and Joseph look up at the stars from their backyard, as they see a streak across the sky. And in space, Carol leads Noh-Varr's ship into a hyperspace window, as we fade to end credits.

Post-Credits Scenes

[We open on a grown up Steve Danvers, now serving as the newly appointed Secretary of Defense to President Matthew Ellis. However, as he enters the darkened room of his house he is shot by a stunning blast and dragged aside. We then see a green-shaped humanoid transform into an exact copy of Steve Danvers, before reaching for a communicator.]

Skrull: Replacement complete. Awaiting extraction. Target has been replaced and awaiting further instructions. Soon...the Invasion can begin.

[Fade to Black.]

/ - / - / - /

[We fade into a museum in the year 2038, and here the announcer talking about the Skrull invasion of 13 years earlier, and of the Infinity War 20 years earlier. It highlights the Age of Heroes, with information about Thor, Captain America, Iron Man, and even Carol Danvers, all carved into edifice, though with a tinge of propaganda about it. We see two teenagers separated from a tour group, struggling to catch up.]

Kamala: Come on Miles, we don't want to fall too far behind!

Miles: Kamala...we're not all in as great of shape as you...

[The two kids catch up and listen to more about Carol's ultimate sacrifice to defeat the Skrull in their Invasion. Kamala is obviously enamored by Carol Danvers, but Miles slinks off to the side where he sees a holographic projection of his hero...Spider-Man...as we fade to black.]

Summary of Changes

  • The film takes place entirely on Earth, and Carol Danvers never believes she is a Kree Special Forces Member until the very end of the film.
  • Maria Rambeau dies in the film, which provides for a psychological motivation for Carol for much of the film. Also women in this universe could be combat pilots during the Gulf War, while in the real world this was not changed until after the Gulf War.
  • Carol gains her powers by way of a device known as the Quantum Bracers, which are similar to the Quantum Bands used in the comics by the hero Quasar. In the end the Bracers have forever altered her DNA, similar to her origin in the mainline film (where the Tesseract altered her DNA, apparently). We also learn that the crash where she met Mar-Vell was the same crash that took Herbert Wyndham (the future High Evolutionary) to Counter-Earth on the opposite side of the sun.
  • The Skrulls never appear in this film (save for a post-credits scene, set several years in the future), and Ronan the Accuser is the primary villain here.
  • Nick Fury is the director of Area 51, which is portrayed as a SHIELD research facility. This remained true well into the MCU era, as this was the launch site for the rocket which took the Hulk off world in The Incredible Hulk 2. Per his role as established in Black Widow, Wolfgang Strucker briefly appears as the director of SHIELD.
  • Steve Danvers will play a much larger significant role in other MCU films, played as an older man by actor Matt Damon.
  • Like in the mainline film, Carol provides the auspices for the creation of the "Avengers Initiative", however the primary thing she is credited with making is the beginnings of SWORD, which was seen to full effect more than 20 years later in universe during Infinity War.
  • Chewie the cat in this film is not a Flerken.

Cast List

  • Brie Larson as Carol Danvers- A former Air Force pilot who suffered a great tragedy in the closing days of the Gulf War, and is homeless upon stumbling upon a spacecraft crash in Central Park.
  • Lee Pace as Ronan the Accuser- A member of the Kree Special Forces, on the hunt for an alien fugitive and the Quantum Bracers that he holds as a means for power.
  • Jude Law as Mar-Vell- A Kree soldier who objects to their decades long war with the Skrull, and who fled Ronan to prevent him from gaining untold power.
  • Samuel L. Jackson as Nick Fury- A special agent of SHIELD, who is currently in charge of the Area 51 research facility. Jackson was de-aged digitally in the film to appear 25 years younger than present day.
  • Djimon Hounsou as Korath the Pursuer- A Kree soldier and deputy of Ronan's.
  • Taron Egerton as Noh-Varr the Pursuer- A Kree soldier and deputy of Ronan's.
  • Thomas Kretschmann as Wolfgang von Strucker- The current director of SHIELD and future leader of HYDRA.
  • Lashana Lynch as Maria Rambeau- The wingman of Carol Danvers during the Gulf War.
  • Clint Eastwood as Joseph Danvers- The grandfather of Carol Danvers who offers her a place to stay briefly.
  • Colin Ford as Steve Danvers- The younger brother of Carol Danvers.
  • Annette Bening as General Wendy Lawson- An Air Force General who oversees the graduation of Carol Danvers and Maria Rambeau. Also later acts as an avatar for the Kree Supreme Intelligence

In addition, Clark Gregg appears as a rookie SHIELD agent working with Nick Fury at the Area 51 research facility. We also briefly see archival footage of Jeffrey Coombs as Herbert Wyndham. Chet Hanks plays a member of the Yancy Street Gang in Danny, who is actually the younger brother of Ben Grimm, the future Thing. Chosen Jacobs and Sophia Taylor Ali appear as Miles Morales and Kamala Khan respectively in a post credits scene. Stan Lee cameos as a jogger in Central Park who is nearly killed by Danvers when she is surprised.

Reception

Critical Reception

Captain Marvel received mostly positive reviews from critics upon its release in November of 2018. The film scored a 79% on the review aggregate site Rotten Tomatoes, with an average rating of 6.78 out of 10 from 485 reviews. The site's critical consensus reads "Though it never strays far from the Marvel formula, Captain Marvel is an able bodied origin story for Marvel's newest hero, filled with visual thrills and a tinge of emotional weight." Critics praised the overall story of the film, while criticizing it "shoehorning" some elements into the larger MCU. The film did receive a minor fan backlash due to political comments made by its star, Brie Larson, but by and large her portrayal was considered overall good.

Box Office Reception

The film was a huge hit at the box office, scoring over $400 million dollars domestically (fifth highest in the 2018 box office) while also making over a billion dollars worldwide, becoming the third of four Marvel films in 2018 to reach this plateau.

Marvel Cinematic Universe (Earth-11584)
Phase 1 Iron Man | The Incredible Hulk | Iron Man 2 | Black Widow | Thor | Captain America: The First Avenger | Marvel's The Avengers
Phase 2 Iron Man 3 | Thor: The Dark World | Thunderbolts | Captain America: The Winter Soldier | Guardians of the Galaxy | The Fantastic Four | Avengers: Age of Ultron | Ant-Man
Phase 3 The Incredible Hulk 2 | Captain America: Civil War | Doctor Strange | Fantastic Four: Doomsday | Iron Man 4 | Guardians of the Galaxy Vol. 2 | The Spectacular Spider-Man | World War Hulk | Thor: Ragnarok | Black Panther | Avengers: Infinity War | Ant-Man and the Wasp | Captain Marvel
Phase 4 Avengers: Infinity Gauntlet | Spider-Man: Dangerous Games | Captain Britain | The New Warriors | Uncanny X-Men | Guardians of the Galaxy Vol. 3 | Doctor Strange: The Darkhold | Fantastic Four: Day of Reckoning | Black Panther: Kingdom Come | Wolverine | Hercules & The Olympians | Thor: Goddess of Thunder | Captain America: Hero's Fall | Avengers: The Conqueror | Spectacular Spider-Man 3
Netflix Programming Luke Cage (Season One) | (Season Two) | (Season Three)
Daredevil (Season One) | (Season Two) | (Season Three)
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Blade (Season One)
Iron Fist (Season One)
The Defenders (Season One)
The Punisher (Season One)
Avengers: Infinity
She-Hulk (Season One)
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