Marvel's Captain Marvel is a 2019 live-action superhero film produced by 20th Century Fox and Marvel Studios based on the heroine by the same name. It is the overall twenty-sixth film in the Marvel Cinematic Universe and was released worldwide on March 8th 2019.


In the early 2000s, 20th Century Fox had listed a Captain Marvel film centered around the the Mar-Vell variation of the character to be "in development" though nothing ever actually came from this. In 2012 plans for the Captain Marvel franchise resurfaced in the form of a Ms. Marvel film starring Carol Danvers being planned for Phase 2, as Marvel Studios desired to have more female lead solo movies going forward. Unfortunately, Phase 2's schedule was already full before production could start on Ms. Marvel and the film was pushed into Phase 3 with the television series Agent Carter filling the female lead Marvel heroine niche for the foreseeable future.

Once Kevin Feige had announced Phase 3 at Comic Con 2015 Ms. Marvel (now called Captain Marvel) was still slated to be getting a solo film in March 2019. While some criticism was launched at Marvel Studios for delaying the first female lead movie over ten years since the start of the Marvel Cinematic Universe in 2008, Feige insisted there was a good reason Captain Marvel is where is on the schedule and to "stay tuned". In late 2016, Lexi Alexander was hired to direct Captain Marvel adding on to Feige's quote insisting that Carol Danvers was planned to be one of the most powerful heroes in the Marvel Universe who would be "instrumental" for what's to come. Brie Larson was eventually cast for the titular role with Jude Law, Lee Pace, Lashana Lynch and Gemma Chan all joining the cast as pre-production began. Alexander and Kevin Feige at Comic Con announced that Captain Marvel would be a period piece taking place in the mid 1990s years before the events of the Avengers film. With Samuel L. Jackson revealed to be attached to the project slated to appear as a young Nick Fury before he was Director of S.H.I.E.L.D. along with Clark Gregg, reprising his role as Agent Phil Coulson as well.

Filming began in 2018 and Captain Marvel was released March 8th 2019, on International Women's Day.


  • Brie Larson as Caroline "Carol" Danvers/Captain Marvel
  • Lee Pace as Ronan the Accuser
  • Gemma Chan as Doctor Minn-Erva
  • Annette Bening as Supreme Intelligence
  • Jude Law as Mar-Vell/Walter Lawson
  • Lashana Lynch as Monica Rambeau
  • Samuel L. Jackson as Agent Nick Fury
  • Patrick Warburton as Director Rick Stoner
  • Robert Kazinsky as Michael Rossi
  • Clark Gregg as Agent Phil Coulson
  • Colin Ford as Joe Danvers (Flashback)
  • Kenneth Mitchell as Jackson Danvers (Flashback)


The film starts with a young Carol Danvers at the Carnival participating in a Go-Kart race. Her little brother, Joe, yells out to her that she needs to go slower but Carol insists that's the fun part and goes faster until losing control of the Go-Kart and crashing into a haybale. As she slowly gets up off the ground bleeding Carol's parents and Joe all run up to her. Carol's father, Jackson, starts yelling at his daughter that she doesn't belong out here and to go back to the car! Joe insists he's sorry but Jackson claims he can keep racing. Carol argues that it's not fair he's letting Joe drive and Jackson simply doesn't answer, instead carrying her to the car as Carol starts to cry.

The credits role as it cuts to the year 1995.

Carol Danvers is now an adult serving at the Buckley Air Force Base training in an obstacle course. All the men are watching as she tries to get through the ropes section, taunting her to give up, but Carol persists. Unfortunately though, she slips while jumping and falls down onto the mulch. The men all start booing until Carol’s best friend and the only other woman, Monica Rambeau, helps her up, telling all the men to shut up insisting half of them weren't able to do this course either! Captain Walter Lawson afterwards finds his soldiers messing around and demands they knock it off and get back to the Barracks, there's going to be a flyby in an hour. Everyone follows the Captain's orders and changes before going to the runway. There, Carol tells Monica she shouldn't have done that at the obstacle course, the only way they're going to earn respect is through hard work and compromise. Monica asks Carol what kind of nonsense is that, they're the only two women in the entire platoon, these guys are never going to see them as anything more than little girls. She needs to stop caring what they think. Carol says that this is the Military, what they think matters, besides she's here because she wants fly, not make enemies, "Higher, further, faster baby". Monica tells her damn right as they fist bump before entering their jets. Carol's callsign revealed to be Cheeseburger while Monica's is Pulsar.

They begin flying with both women piloting spectacularly. Carol eventually goes above the atmosphere as the gravity in her jet gives out and she joyously floats around while looking at the stars. This continues until Walter Lawson contacts Carol on her transceiver asking what she's doing. Danvers apologizes saying she got distracted. Walter Lawson gets a saddened look on his face hearing that, and tells her it’s okay, she can look for a minute. Afterwards, Lawson goes into his quarters and opens a drawer revealing it to contain two golden bracelets inside. The camera pans back into space and then down again showing the planet Kree-Lar instead of Earth. Narrowing in on a large Metropolis bustling with blue-skinned Kree living their everyday lives all overshadowed by the tall Capital Building, the Supremor. Inside, Ronan the Accuser is placing black face paint under his eyes while grabbing his hammer, the Cosmi-Rod. before taking an elevator into a humongous room full of nothing but glowing wires that all lead into a holding tank containing an equally large dark green head which the wires attach directly into. Ronan bows and addresses her as the Supreme Intelligence, claiming that it is an honor to have been summoned by them, the collective history and knowledge of the Kree Empire personified.

The Supreme Intelligence starts creating projections of the cosmos all over the room, showing illustrations of Ronan slaughtering innocents with his Cosmi-Rod, the Intelligence stating that that his experience as an Accuser who has lead the conquest of countless worlds will be instrumental in punishing he who stole a treasure that rightfully belongs in the Kree people, the one known as Mar-Vell. The Supreme Intelligence after mentioning Mar-Vell pulls up a picture of Walter Lawson claiming he has been located hiding on Terra along with Doctor Minn-Erva's Nega-Bands. Images of Minn-Erva and the same golden bracelets from before appear in the room as Ronan the Accuser recognizes Mar-Vell claiming that "Pink-skinned savage" had the nerve to steal the Bands while under his very command. The Supreme Intelligence further explaining that the Kree Starforce has found much success in preserving their interests across the Galaxy, but with the Nega-Bands under their control again, the Kree will be able to bend light itself, and the universe with it. Illustrations around the room show the Nega-Bands being used by Kree Soldiers to generate Photon Blasts that decimate entire civilizations. The Supreme Intelligence asks if he can be trusted to carry this out. Ronan promises that by the good of all Kree, he will return the Nega-Bands and see to it Mar-Vell is judged for his crimes.

Act 1

On Earth again, Carol and Monica are relaxing at a bar having some beers together. Michael Rossi then abruptly comes up to Carol and Monica's table, rudely telling them that he now knows why it's called a "Cockpit". Rambeau asks what that's supposed to mean and Rossi clarifies that Danvers went off course today. Monica argues that she veered off course for five minutes, Captain Lawson didn't even care. Michael though claims but he did to which Carol insists that she's sorry. Rossi says maybe she can make it up to him, putting his hand on her thigh before Carol reflexively shoves him off which causes Michael to fall over and spill his drink. He then yells out that this bitch just pushed him and Carol along with Monica are kicked out of the bar. It then shows back on Kree-Lar where a Kree Imperial Cruiser called the Helion flies out of the atmosphere and travels to the Milky Way Galaxy. Within the ship, Ronan looking out the window at a view of Earth from space, claiming that it's a weak planet. No Novas, no Skrulls, they will have no problems finding Mar-Vell and the Nega-Bands here. Doctor Minn-Erva herself then walks over and tells the Accuser she wants to join the Pursuer party through Terra. Claiming how she made the Nega-Bands and wants to be the one to get them back. Ronan claims her "history" with Mar-Vell could pose a conflict of interest but Minn-Erva insists her loyalty is to the Kree first, Mar-Vell is nothing to her.

Meanwhile at the Buckley Air Base, Captain Walter Lawson is in his office typing a report on the computer until he hears someone knocking on the door. He opens it only to find Carol Danvers on the other side, claiming she should be doing drills right now. Carol claims she finished early and eventually notices Walter's cat and stars fawning over it. She then tries to pet it until being stopped by Lawson, who claims Goose doesn't like being touched by strangers. Carol abruptly takes her hand back and then asks Lawson if he wants to do something to pass the time. Walter smiles and takes her up on the request as it shows them in the Air Force arcade playing Street Fighter together. As Lawson starts beating Carol she claims that her finger slipped with Walter asking before or after she got a game over. Danvers continues to play telling him the story about what happened at the bar last night and how she's frustrated that no matter what she does it just makes everything worse. Walter observes that change takes a long time, and sometimes the only thing you can do is wait for the world to catch up. Carol then beats Walter in the game telling him she doesn’t want to keep waiting.

Monica Rambeau afterwards interrupts them telling Captain Lawson he's wanted in the Radome as soon as possible. Once there, the soldiers inform Captain Lawson along with Carol that the Satellite inside the dome has picked up what appears to be UFOs flying over the Rocky Mountains. Lawson asks to see it himself and when they show him blurry images on the screen he recognizes them as Kree Pursuers and panics, storming out of the Radome. Walter then makes it all the way back to his quarters where he grabs the Nega-Bands hidden in a drawer until Carol catches up to him inside and asks what's going on, wondering if he dashed off for a pair of bracelets. Walter insists these bracelets are tools with the ability to weaponize light itself. It's what those ships are here for, he needs to get it out of here now or else they're all going to be in danger. Carol says there must be something the Air Force can do but Walter says no! This is bigger than any of them know and Carol suggests maybe she can help then. Maybe nobody out there has any idea what to do but him, but she can still offer a pair of hands. Carol begins practically begging Lawson to please let her do this, if she helps drive this off no one will be able to underestimate her again. Walter comments arguing with her would be pointless and tells Carol to come along. They then get into a two person Jet and fly off with the Nega-Bands away from the Air Base and into the Mountains. Suddenly, they then start being quickly tailed by the Pursuers.

Carol and Walter dogfight the Pursuers in their Jet but eventually get overwhelmed and crash. Danvers is disoriented as the Pursuers start landing their Pods and begin emerging from them in their turquoise, black and silver armor. They then remove their masks as Carol sees their blue faces and instantly becomes shocked and horrified. As she's about to be killed Danvers sees a Photon blast hit them first, turning around to see Captain Lawson using the Nega-Bands. Walter then gets out and helps Carol as she starts telling him that those soldiers were blue! They were aliens! Aliens are real... before she can continue Danvers notices Walter's blood is blue too. He confesses to her that his name isn’t Walter Lawson, it's Mar-Vell, and he's not human, he's Kree, an alien just like them. Carol asks why he doesn't look like them and Mar-Vell says he's a Pink Kree, his flesh is naturally paler than that of his brethren because he has mixed ancestry with a race that the Kree Starforce took over. It's part of the reason why he took these Nega-Bands from them, they're too dangerous for their their evil empire to ever have. He came to Earth to hide the Nega-Bands but now he realizes they have to be destroyed. Mar-Vell then takes off the bands and just as he's about to shoot them gets blasted in the arm by Minn-Erva, Carol though quickly takes his gun off the ground and holds it to Minn-Erva in a Mexican standoff.

Minn-Erva tells Carol she doesn't want to hurt her and Danvers replies that all the shooting gave her the wrong impression. Mar-Vell insists she's telling the truth, his wife would never come here to hurt him. Minn-Erva becomes tearful saying she’s just here to reclaim her invention. She'll lie if Ronan asks, saying that he was killed trying to get them. Mar-Vell can stay the rest of his life here never having to worry about being hunted ever again. Mar-Vell though insists he could never live with himself knowing what men like Ronan would do with the Nega-Bands. The Kree Empire cannot commit the same unspeakable crimes that fell upon his ancestors ever again! Minn-Erva responds the Supreme Intelligence is unstoppable, they have no choice. Carol Danvers speaks up telling both of them there's a third option neither of them considered, "me!" Using Mar-Vell's gun Carol shoots the Nega-Bands as they explode and blast Carol with Photon particles. Minn-Erva and Mar-Vell get blown back while Carol falls into the dirt, her veins flowing with Photons as Minn-Erva slowly gets up, confused about what just happened. Mar-Vell tells his wife Carol destroyed the Nega-Bands, there's nothing for the Kree to take anymore, she has no choice but to return to Ronan. Minn-Erva realizes the truth of these words and puts her mask back on as she gets into her pod and flies away. Mar-Vell then checks Carol, surprised to see she's still alive he contacts the Airbase as Captain Walter Lawson asking for them to be picked up.

In Area 51, Agent Nick Fury is walking through the hallway until seeing Phil Coulson struggling to get into his office. Fury realizes he forgot his badge and uses his own to let him in, Agent Coulson thanks Nick for the help insisting it's his first day at S.H.I.E.L.D. Phil then introduces himself and Fury does the same, Coulson insisting he's excited to work with him in the field soon but Nick responds not to count on it. It then shows Director Rick Stoner reading a Newspaper until Agent Fury hands him his letter of resignation. Stoner asks what this is and Nick says he jumped to S.H.I.E.L.D. from the C.I.A. because he wanted to serve his country and protect it from threats nobody else understood. But nowadays it feels like all they're doing is just chasing fairy tales, it's not what he signed up for. Director Stoner responds he won't twist his arm, if Fury wants out he'll let him go. But it'll take some time to process his resignation and in the meantime he's still an Agent of S.H.I.E.L.D. Stoner then shows Nick the newspaper section he was reading about Aliens being spotted in Colorado.

On the Helion, Minn-Erva confirms to Ronan the Accuser that the Nega-Bands were destroyed by a Terran woman. He asks what of Mar-Vell and Minn-Erva lies claiming she killed him. Ronan says he promised the Supreme Intelligence the Nega-Bonds as a tool for future war efforts, he will not return empty handed. Ronan tells Doctor Minn-Erva perhaps she will be the one to inform the Supreme Intelligence of their failure. Minn-Erva insists to Ronan that would bring shame to the Supreme Intelligence itself this mission was done off their orders! The Accuser yells back the Supreme Intelligence is the best of them all! It knows no shame! After both of them calm down, Minn-Erva tells Ronan matter cannot be created nor destroyed. He asks what she's prattling on about and Minn-Erva explains the Nega-Bands may be no more, but the Nega Photons they manipulated weren't, the Terran absorbed them. Ronan becomes intrigued by what he's hearing but dismisses it claiming a Terran could never survive such an ordeal, they're far too fragile of creatures. Minn-Erva though insists that she saw it with her own eyes, the woman lived. The Accuser responds then there's a chance the Nega-Bands did with her, which means that she is their new target.

On Earth at the Buckley Air Force Base, Carol Danvers in the infirmary with Monica Rambeau where the Physician informs them that Carol is totally fine, surprised to not even find a scratch on her. Monica punches Carol in the arm insisting she's the toughest they come with Danvers claiming she got a lucky break. Monica clarifies maybe she deserved it, no one else had the balls to chase off those UFOs with Captain Lawson except for her, she's a hero and maybe everyone will start seeing that now. Carol playfully asks if Monica is admitting her way was right this whole time and Rambeau responds for her, yes. Carol then goes outside to look up at the stars until Michael Rossi walks up to her and says that he heard that she almost died flying with Captain Lawson earlier, it's gotten him to start thinking about how their last conversation would've been that ugly business in the bar. Carol tells him it's not to worry about it, she won't tell anyone if he doesn't do it again. Michael though clarifies he isn't here to apologize! He wants her even more now, and isn't going to give up that easily. Carol looks at him in disgust until Michael asks her to smile for him. He then tries to touch her face until Carol who grabs his hand mid air as her palm begins emitting supercharged Photons that burn Rossi's arm, much to both of their surprise. Rossi shouts in pain until Carol lets go and then accidentally creates a full on Photon blast that shoots Michael ten feet backwards into the wall. Carol profusely apologizes as he starts running away terrified.

Carol tries to go after him but her legs jolt with Photons as she ends up losing her balance and flying into the air at super speed eventually going above the clouds and over the entire Air Base. She screams in horror until eventually slowing down and enjoying the view. Carol then tries to fly herself down but ends up free falling into Denver and crashes through the roof of a Blockbuster. As Carol becomes reoriented she comments that... hurt way less than it should've. She then gets up and notices her hands continually glowing with Photon sparks, much to her fear and confusion. Mar-Vell meanwhile is sleeping in bed until getting a phone call which he answers, only for it to be revealed that Carol is on the other line using a Payphone telling him that something's happening to her and she needs his help. Mar-Vell asks where she is and Carol responds outside a Blockbuster in Denver, she literally flew here from Buckley. Mar-Vell demands she stay where she is and that he's coming before quickly hanging up. At the Blockbuster, Mar-Vell walks inside looking for Carol only to find her in the Janitor's closet submerging her Photon glowing hands in a bucket of water.

Mar-Vell kneels down to her level as Carol tells him no matter what she does they won't stop! He claims it's just as he feared, insisting that this power inside of her came from the Nega-Bands, after she destroyed them the energy that was released transferred directly into her cells. Carol says this can't be happening, she can't be some "Mutie", she's a woman in the Air Force, her life is already hard enough. Mar-Vell insists this isn't a misfortune, it's a blessing. Photons are truly amazing particles, they're all around us, they're the warmth that comes from the sun, a fundamental force of the universe, how we perceive the flow of time, and with them inside of her, she’ll always be able to fly, even without her jet. Carol smiles insisting that she does like being able to fly. Mar-Vell gently removes her hands from the water saying they will learn how to control this. He then encourages her to think about something that brings her peace, Carol listens to Mar-Vell's advice and has a flashback to when she was helping her brother Joe with his High School science homework, telling him all about aerodynamics. He's able to answer all the questions correctly because of her help and afterwards tells Carol how smart she is, and that he wishes could've been allowed to stay in school.

In the present once again Carol's hands stop emitting Photons as Mar-Vell points out that she did it! They spend the rest of the night trying to control her other powers while Mar-Vell explains to Carol that he's being hunted down by Ronan the Accuser, one of the most ruthless and well accomplished members of the Accuser Corps, a class of Kree Generals who conquer worlds for the Supreme Intelligence and enforce the laws of the Kree Empire. Carol asks who the Supreme Intelligence is and Mar-Vell corrects her "what" is the Supreme Intelligence, going on to say it's the Techno-Organic leader of the Kree people, its body is made from the brains of the greatest scholars, artists, and Accusers throughout Kree history, their minds all contributing to as part of a synthetic mind called the Etherplex, it's one of the highest honors a Kree can be given, he always dreamed of being granted the opportunity before... Carol finishes he ran off with his Ex-Wife's bracelets and turned the whole Empire against him. Mar-Vell chuckles claiming that's not how he would put it, but yes.

Act 2

After the sun rises they walk out of the Blockbuster, Carol telling Mar-Vell that she was serious before about this not getting out, it's bad enough that Michael Rossi knows but nobody is going to listen to him, which is why this has to be their secret from now on or her life is over. Mar-Vell responds that he understands, he won't tell a soul so long as she does the same for him. Carol responds no one would exactly believe her if she said her Captain was an alien named "Marvel". Mar-Vell corrects her pronunciation of his name, insisting it's two words. Carol is surprised to hear that claiming Marvel sounds a lot better which Mar-Vell chuckles at until he notices a line of cars all pulling over in front of them. Nick Fury exits one of them and introduces himself as an Agent of S.H.I.E.L.D., saying that there's been a report of someone crashing through the roof of a Blockbuster last night. Carol puts on a pretend laugh insisting she doesn't know what he's talking about until Mar-Vell interrupts her telling Nick Fury that he's Captain Walter Lawson and that what happened at the Blockbuster was just a drone accident, he's here to clean up.

Agent Fury wonders why they'd just send one guy to clean up a drone, commenting that one of those must weigh like two tons. Carol then asks why Nick is asking so many questions, they're not aliens, okay! Nick Fury then responds by wondering who said anything about aliens. Mar-Vell gives Carol a dirty look and in an act of desperation she nervously spins in her fingers in a circle and tells Fury "these are not the droids you’re looking for." He remains unamused and Carol mutters that mind tricks aren’t one of her powers apparently. Agent Fury then says they need to come with him and Mar-Vell reminds Fury that he is a Captain in the United States Air Force who outranks him in every way imaginable so if he thinks he can arrest him he's... before Mar-Vell can finish Carol notices a Kree Pursuer perched on the nearby rooftop who shoots a laser at them. Fortunately, Carol with her enhanced reflexes manages to push Nick Fury and Mar-Vell out of the way just in time. She then quickly shoots a Photon Blast at the Pursuer which easily incapacitates them. More Pursuers than begin coming out of hiding as S.H.I.E.L.D. Agents start to shoot at them with their bullets doing nothing. The Kree Pursuers then kill all the Agents with blasters before hurting Carol, who suffers only minimal damage from their lasers. Realizing she's "invincible" while also noticing her hands beginning to generate Photons again, Carol starts defending herself from the Kree Pursuers all across Denver as Nick Fury forces Mar-Vell into the car as he chases after them.

The Kree Pursuers eventually start going after Carol with a special device that when stabbed into her flesh absorbs the Photon energy from her body as well as draining her power. Weakened from the device, Carol has no choice but to run away onto a train. It takes off before the Kree can get on and Carol sits down, thinking she's safe. The Pursuers though start running after the moving train and break in through the window, continuing to go after Carol as she fights them off with her poorly controlled strength and Photon blasts. Carol then climbs onto the roof while trying her best to fight off any last Pursuers still going after her. On the street below them, Mar-Vell warns Nick that the Kree Pursuers will stop at nothing to complete their mission, Carol is the only one strong enough to defeat them. Fury claims that he has no idea what Mar-Vell is talking about but this is a S.H.I.E.L.D. Protocol code purple threat easily, he's not going to retreat with innocent civilians still at risk. Suddenly, Carol and a Kree Pursuer are both blasted off the train right in front of their car. The Pursuer gets up and seeing Mar-Vell tries to attack him until Nick Fury starts running the Pursuer over a dozen times, eventually killing him, much to Mar-Vell's surprise.

Agent Fury sees the blue blood all over his windshield before insisting that they really are aliens. He then gets out of his car and finds Carol walking around, after seeing Nick she awkwardly tells him you're welcome for saving your life, but Agent Fury nonetheless insists she's under arrest. Carol then humorously claims that's what she thought and cooperates with Fury's orders, getting on her knees and putting her hands behind her head. In space, Ronan the Accuser is onboard the Helion where he's watching a Pursuer recording of Captain Marvel alongside Doctor Minn-Erva. She's amazed about how Carol merged with the internal composition of the Nega-Bands so smoothly, she’s literally a walking conduit for Nega Photons. Ronan warns her to stop talking as he begins walking away onto a special pad within in his private chamber that leads directly into the Supremor. After stepping onto the Supremor Pad a series of wires connect into Ronan's body and a life-like hologram of him is generated in front of the Supreme Intelligence on Kree-Lar. The Intelligence detects based on Ronan's micro-expressions that he has projected himself across Galaxies to deliver bad news. The Accuser claims that the Supreme Intelligence is wise as always, that the Nega-Bands were destroyed by a Terran infidel before the Pursuer Corps could secure them.

The Supreme Intelligence claims there's more he isn't telling them. Ronan claims the Photons housed in the Nega-Bands were absorbed by the Terran, granting her the ability to manipulate Nega Photons at will. Doctor Minn-Erva has attempted to construct a device that can strip her of these abilities, but to no avail. The Supreme Intelligence asks why he doesn't just take her instead. Ronan asks why he would want a worthless Terran when the Photons were all that he was sent for. The Intelligence sternly tells him because an Intelligent weapon is worth more than lifeless trinkets! Does he forget why they are Kree and not fully computer!? Ronan apologizes and the Supreme Intelligence continues on that the Nega-Bands can be stolen or misused by their enemies, but a warrior enslaved to the Kree ideal, will always be there’s. Ronan asks how he will obtain that warrior with the power of the Nega-Bands coursing through her veins and the Supreme Intelligence responds by using the same ingenuity that earned him this mission in the first place. Unless of course they made a mistake granting him the highest honor an Accuser could hope to achieve. Ronan though swears to the Supreme Intelligence he's worthy of his titles and will use everything in his arsenal to do what needs to be done.

On Earth at Area 51, Carol Danvers and Mar-Vell are brought into custody along with the bodies of all the Kree Pursuers. The next day, one of the Kree begins getting dissected while Director Stoner and Nick Fury watch. The Diener tells them that these aliens aren't carbon based, whatever they run isn't even on a periodic table. Director Stoner asks what else he needs to know and Nick Fury explains that the X-Ray scans show Walter Lawson with the same bodily abnormalities, he's one of them. Stoner insists they need to figure out how Lawson is connected to all of this, if he can tell them why these ETs are here maybe he knows how to kick them out. Fury responds that they haven't been able to get a word out of him since Denver. Director Stoner comments that just means they have to motivate him to talk. With that said, Stoner informs Nick that his resignation letter went through and he's free to leave whatever he wants, they'll take care of this from here on out. Nick though says that he isn't going anywhere, this just got good and as long as he's still on the clock they're not going to be "motivating" anyone. Lawson's accomplice, Carol Danvers, she's trusting, more talkative. Nick asks the Director to give him ten minutes with her and he'll be able to get S.H.I.E.L.D. everything it needs to know.

In a locked room, Carol is yelling that she wants to see her lawyer, going on about how she has rights! Agent Fury then walks in and says how actually she doesn't, and the only reason they haven't locked her in the Vault is because they don't know what she is. Carol insists that she's not an alien, he's looking at 100% human lady right here. Nick claims they'll see about that and hooks her up to a lie detector. He then asks Carol what her name is and she responds Caroline Jane Danvers. Nick then asks where she was born and Carol responds Boston, Massachusetts October 5th 1966. Favorite movie, Empire Strikes Back. Why did she join the Air Force, because her father wouldn't pay her College tuition to study Astronomy, so she joined the army to do it herself, found out she liked the feel of a Jet and has been in ever since. Nick then finally tells her to say something about her so bizarre an alien could never fabricate it. Carol cringes before telling Nick how in basic training she'd eaten a Cheeseburger for lunch before being put into the G-Force simulator for the first time... Carol then humorously asks Agent Fury if he knows what it feels like to barf at five Gs, it comes out of your face and then right back the way it came. Nick tells her stop, he believes her, she's human. But now that just means he needs to know what the story behind Lawson and her powers are.

It then cuts to Mar-Vell in another room where Nick Fury enters and gives him a belated welcome to the planet Earth, in the process referring to Mar-Vell by his given name, which causes him to realize Carol told Nick everything. Agent Fury claims they're not going to hurt him, he’s the only one who knows about the Kree Starforce and how to keep them away, the only question being is he going to start cooperating. Mar-Vell thinks for a second before telling Nick that he wants his personal belongings brought to the Base. Hours later, Agent Coulson walks into the Area 51 with briefcases of everything found inside Walter Lawson's office, including his cat, Goose. Mar-Vell is angry that Coulson put Goose in a bag and Nick insists if he doesn't like it he shouldn't have asked for his damn cat to be taken across state lines. Mar-Vell insists that Goose isn't a cat, she's a Flerken from his homeworld, to which Nick replies whatever he wants to call it it's still a wild animal, he can't stand them. Carol tells Nick to back off, that even aliens need a little comfort sometimes, and look at her, she's adorable. Carol then starts cutely asking Goose who's the prettiest Flerken on Earth and Goose responds by opening her mouth revealing it to be full of massive grotesque tentacles that sprawl around the room startling everyone. Mar-Vell gets her to calm down and retract them with Coulson claiming that they do not give crash courses on that during Basic Training.

On the Helion once again, Ronan the Accuser watches as the Starforce soldiers onboard all begin moving Nega Bombs from storage into the ship's firing tubes. Realizing what's going on, Minn-Erva walks up to Ronan and advises him against using Nega Bombs, claiming they're impractical for such a small world, that the Terrans didn't know they were harboring Mar-Vell, they don't deserve this. The Accuser tells her nonsense, there are only two worlds in the eyes of a Kree. That which must be conquered, and that which is meaningless, Terra is the latter. It merely stands in the way of what they came here to do, its destruction will be inconsequential. Minn-Erva asks what of the woman and Ronan responds that the Bombs are made from the same technology as the Nega-Bands, she will survive their blast. It then shows outside the Helion where all the Nega Bombs start getting shot out of the firing tubes descending towards Earth.

At Area 51 alarms begin going off all over the entire base. Nick Fury along with Carol Danvers and Mar-Vell ask Director Rick Stoner what's going on and he explains how Satellites have detected seven high tech nuclear bombs entering the atmosphere, each one aimed at a different continent. Nick looks to Mar-Vell and asks if this is from his neck of the woods. He confirms it saying that Nega Bomb was the precursor to the Nega-Bands, its primary purpose being to blow up anything that the Kree Empire views as a threat or doesn’t want. Carol says that this is like the Cuban Missile Crisis times a million and demands to know what they're going to do!? Mar-Vell clarifies what is she going to do, the Nega Bombs could never hurt her since they manipulate the same power source she does. The only chance humanity has is for Carol to fly into the atmosphere and disable the bombs by absorbing the Nega Photons from them. Carol starts panicking claiming that she's just barely getting the hang of these powers but still can't even fly across a city yet. Mar-Vell tells her she can use his old Starforce uniform, it's designed specifically for light speed travel and has its own helmet that would allow her to breathe in space. Carol still doesn't know but Director Stoner reminds Carol she signed up to the Air Force to protect her country, they need her now to step up and do what's right. Carol continues to think until Nick Fury bluntly tells her he doesn't want to die.

It then cuts to outside Area 51 where Carol is dressed in Mar-Vell's turquoise, black and silver Starforce uniform, complaining that these colors don't match at all. Nick Fury asks what she was expecting from a bunch of a little green men. Carol says that's true, except that they're blue, and tall. Nick then punches in the coordinates on her suit's GPS before wishing Carol good luck. She thanks Fury and takes a deep breathe before activating her helmet and forcing herself to start flying. Carol awkwardly travels at super speed to the first Nega Bomb and grabs onto the front it, trying to use her strength to stops its descent and absorb the Photons. Despite trying as hard as she can nothing happens and the Bomb nearly makes contact with the surface until Carol starts to have a flashback. In it, she's at a Buckley Air Force Bar singing Karaoke alongside Monica Rambeau until Michael Rossi and his friends start heckling them, but Carol continues to sing and dance enjoying herself irregardless. In the present, remembering that moment Carol's eyes glow yellow as she absorbs the Photons from the Nega Bomb and destroys it. Afterwards, she starts effortlessly flying all over the world disabling the other bombs, having a blast using her powers to their full potential. That night at Area 51, Carol slowly walks inside with a glowing aura still around her body to Nick Fury, Mar-Vell and Director Stoner with Carol merely telling them "I did it..."

Agent Coulson then tells Director Stoner due to the trajectory of the Nega Bombs S.H.I.E.L.D. has been able to find the approximate latitude and longitude of the Kree Helion. Stoner thanks Coulson for the intel and starts telling the S.H.I.E.L.D. Personnel to get the Quadjets prepared for space travel pronto, they're going to war tonight. Carol asks Mar-Vell what's going on and he explains to Danvers how while she was disabling the Nega Bombs, he and Director Stoner and realized that even if she's able to save them from the bombs the Kree will continue to threaten Earth so long as Ronan the Accuser wishes to enact judgement on it. Their only chance for longstanding peace is to make an example of him. If humanity can prove it has the power to stave off invasions, the Supreme Intelligence might leave them alone. Carol tells Mar-Vell that Kree technology is thousands of years more advanced than anything Earth has, he said so himself. Mar-Vell then reminds her so he thought, until she single handedly took apart their strongest weapons. Carol is just what this planet needs to show the Kree that they are not to be stifled with. Carol asks Mar-Vell if he really thinks she's capable of that and he says that he knows she is. Carol then kisses him and says let's go.

Act 3

On the Quadjet, Agent Fury is preparing to pilot until Carol tells him to move over, she'll fly them to the Helion. Nick claims that he knows she was in the Air Force and all, but this is a S.H.I.E.L.D issued Quadjet, does she have any experience flying something like this. Carol sits down and proceeds to effortlessly turn the engines and operations on, confidently telling Nick yes. She then takes off the Quadjet flying alongside the rest of the fleet into space. While doing so they both eventually hear a meow as Carol and Nick turn around noticing that Goose the cat snuck onboard without either of them noticing. Carol calls her up front where she jumps onto the dashboard, much to Nick Fury's annoyance, who tells Goose she better not cough up any hairballs or tentacles on him. Inside the Helion, Ronan the Accuser is sitting on his throne until being told by Minn-Erva that a fleet of vessels are surrounding their ship. Ronan asks if they're aggressive and Minn-Erva says they're not, all they've been doing is trying to hail them. The Accuser tells her to let it through and the hail plays, revealed to come from S.H.I.E.L.D. with Director Rick Stoner introducing himself to Ronan as a representative of the human race claiming that the Kree are not welcomed here. If his soldiers refuse to leave despite this warning, they will be forced to take hostile action.

Ronan the Accuser slowly gets up responding to Director Stoner that if he believes he has the authority to threaten a blue skinned Imperial Accuser, then he is as stupid as he is fragile. Director Stoner replies not fragile enough for his bombs to wipe them out, they're all still standing, but once they're done with him, he won't be. Ronan responds that he truly believes the hubris in his words, slowly grabbing his Cosmi-Rod from its holster before saying if a battle is what he wants, then a battle he shall receive. The Quadjets soon begin getting overwhelmed by the Kree Starforce inside their warships engaging in an epic Space battle right above the Earth. Carol Danvers tells Nick Fury to take over the Quadjet controls. When he asks what she's doing Carol insists what she came here to do and synthesizes her helmet before flying out of the Quadjet blasting herself right into the Helion.

The emergency airlock patches the gap Carol made getting in and she starts sneaking through the halls until being spotted by a legion of Starforce soldiers, she prepares to blast them but the commander simply addresses her as "pink skin" and demands she group up with the rest of them. Carol realizes wearing Mar-Vell's uniform gives her a disguise into the Kree ranks and plays along introducing herself to the commander as Car-Ell and lying about how she got lost in the shuffle. Carol walks with the Starforce Soldiers to the main deck until making eye contact with Minn-Erva who recognizes her. The Doctor claiming she has an experiment that could turn the tides of the battle outside and needs assistance finishing it in time, demanding Car-Ell be the one to help her, whispering in Carol's ear to "play it cool".

Doctor Minn-Erva and Carol then go somewhere private, before Carol can speak Minn-Erva says it's genius to use her as a weapon against Ronan's aggression, no doubt the idea of her husband, he was always resourceful. Danvers is surprised Minn-Erva is helping her and the Doctor humbly rebuffs the compliment insisting that she's merely afraid of what would happen if Ronan the Accuser discovers she spared Mar-Vell last time they met, she has just as much to gain as they do making sure he dies long before that information is revealed. Carol then asks what they're waiting for as she then kicks open the doors and jumps outs, effortlessly using her powers to beat all the Starforce soldiers in the vicinity with Minn-Erva's help. Meanwhile, Nick Fury is still in the Quadjet trying to survive until being hailed by Mar-Vell who suggests they need to go into the Helion and give Carol a hand. Nick says he thinks she can take care of herself but Mar-Vell insists Ronan is stronger than ordinary Kree, Carol won’t be able to fight him and his army alone. Nick claims he should've lead with that as he takes out his Pager to tell the other Quadjets what he's doing. Afterwards, Mar-Vell uses his knowledge of Kree Imperial Cruisers to blow apart the protective barrier into the Docking Bay where he and Fury crash land inside.

Nick Fury starts getting out of his Quadjet until seeing Goose sitting there alone and groans before carrying her with him. He then rendezvous with Mar-Vell telling him he can take his cat back until they're all held up by a bunch of Starforce soldiers. They almost shoot until Goose releases her tentacles and brutally manages to snatch and eat all of them without a second thought. Mar-Vell says he can take Goose back now but Nick claims he wants to keep her, gracefully petting his new Flerken companion as she eats every other Starforce soldier that gets in their way. Eventually, Nick runs into Carol before almost having Goose eat Minn-Erva until Danvers tells him to stop, that she's on their side, he can trust her. After calming Goose down Nick asks why she's working with a damn Kree and Minn-Erva claims she's an ally of Mar-Vell's and an expert scientist in the Kree Empire. She knows the Helion from top to bottom, the three of them and her ex-husband working together can tear this ship apart. Nick says Mar-Vell never told him about any ex-wives and puts Goose down. Carol asks where he is and Nick says still scurrying around the ship somewhere after they split up, Carol insists she'll find him, and that they'll meet back at this spot in five minutes.

Carol begins searching for Mar-Vell until making it to the Bridge where she gets hit over the head by Ronan the Accuser's Cosmi-Rod. As Carol quickly scrambles to her feet she recognizes exactly who he is with Ronan responding that he likewise knows her, Earth's very own beacon of light. Fortunately, this Cosmi-Rod in his hand is one of the only weapons in the entire Kree Empire that can hold up to the energy of the Nega-Bands. Carol sarcastically responds that's good, maybe they should arm wrestle for Earth's freedom then. Ronan responds that she's funny, he'll make sure to cut off her tongue first, the two then charge after each other and start fighting. On the other side of the Helion, Mar-Vell enters Ronan's private chamber and finds the Supremor Pad inside. He steps onto it and the wires begin emerging from it and connecting into Mar-Vell as a hologram of himself is constructed in front of the Supreme Intelligence on Kree-Lar. Mar-Vell looks into the tank and is at a lost for words until saying aloud they're the Supreme Intelligence, the Intelligence responding that he is Mar-Vell, whom they harbor a great deal of admiration towards. Mar-Vell smiles hearing that but asks why, he's a traitor, he stole the Nega-Bands from Ronan's fleet, deprived the Empire of one of their most valued treasures.

The Supreme Intelligence claims on the contrary, he has given them their greatest weapon generating a picture of Carol Danvers. Mar-Vell starts to become scared when he sees it and asks what they want with her, the Supreme Intelligence explaining to take her in and turn Carol into the pinnacle of Kree might. Their dabbling in Nega Photons have lead to advancements in warfare greater than any others in the Galaxy, a super soldier with the ability to generate it at will is potential never before seen. Mar-Vell's actions may have had ill intent but they ultimately lead the Kree down a road of further prosperity and dominance towards their enemies. Mar-Vell tells the Intelligence it cannot take her, she is a living creature not a weapon for him to merely point at their enemies. He begs the the Supreme Intelligence to have mercy, the Kree Empire is already the crown jewel of the Galaxy, it doesn't need more power. The Intelligence chuckles at his begging before claiming that Mar-Vell's morals blind him from seeing the evolution of his people, the Supreme Intelligence then makes a calculation claiming they have just decided, he will never join the Etherplex. Mar-Vell is surprised he was considered for that and the Intelligence confirms he was. The first pink Kree in their entire history to be given the choice to live forever in their hive mind, but his chance is faltered, infidels will die as all others do.

Carol on the Bridge is getting beaten badly by Ronan the Accuser, who slowly starts forcing his Cosmi-Rod into Carol's chest while she tries to hold it back with all her might. Suddenly, Nick Fury and Minn-Erva run into the room where Nick tries to have Goose eat Ronan as she unleashes her tentacles against the Accuser, but he's able to break free with his hammer. Nick says "uh oh" under his breath as Ronan tells Minn-Erva she is a traitor to the Empire! After he enacts his judgements on these Terrans, she will be next. Minn-Erva becomes terrified and quickly takes out her energy sword and slashes Nick Fury right across the eye with it, swearing to Ronan it was a single moment of weakness, her loyalty remains to the Kree. Ronan demands that she prove it and Doctor Minn-Erva stammers before saying Mar-Vell is still alive, Carol begs her not to but Minn-Erva continues insisting that he's onboard the Helion, if Ronan searches right now he'll find him. The Accuser picks up the wounded Carol and drags her with him telling Minn-Erva to take care of their prisoners. It then shows Nick Fury pretending to be hunched over in pain instead using the Pager to send an SOS message to the Quadjets outside.

Mar-Vell is in the Supremor chamber is distressed until Ronan the Accuser holding Carol walks in. Ronan says to Mar-Vell that they called him a terrorist, radical, zealot, but standing in front of him right now all he sees is a sad little man who thought he could stop the future by himself! Carol tells Mar-Vell that she's sorry but he insists that it's not over yet. The Supreme Intelligence knows about her, it wants to use her the same way it intended to use the Nega Bands, as a weapon for galactic destruction. Whatever you do don't let... before Mar-Vell can finish Ronan uses his Cosmi-Rod to send a shockwave that snaps his neck, causing Mar-Vell to fall over dead as Carol screams out in agony. Meanwhile, Doctor Minn-Erva puts a muzzle on Goose and afterwards begins cuffing Nick Fury until Agent Coulson and a group of S.H.I.E.L.D. Soldiers barge in holding Minn-Erva up at gunpoint. She realizes Nick sent for help and he reminds her that he still has one good eye. Ronan continues dragging Carol through the hallway until being confronted by Director Rick Stoner who tells him Ronan it's over, he lost. His entire ship has been infiltrated by his men, if he doesn't unhand Carol and turn around back to his own planet they'll blow this entire vessel to hell with all of them inside of it. Ronan chuckles observing that Stoner is more ruthless than he thought, he'll lose this fight if it means winning the war. Because they will be back soon, with more ships, and enough men to overwhelm ten Earths. He then throws Carol down at Stoner's feet promising once that day comes, she'll be there’s.

Director Stoner simply taking Carol to the Quadjet where she sees Nick Fury nursing his eye. As they take off he tells Carol that she looks worse than him with Danvers responding that Mar-Vell's dead. Ronan killed him right in front of her, there was nothing she could to save him. Nick somberly remains quiet as they both sit there in silence. At Area 51, Director Stoner tells Carol Danvers that with Mar-Vell deceased, they're promoting her to Captain of the Air Force, to which Carol is grateful but asks why her, why now. Stoner responds that S.H.I.E.L.D. has no idea when the Kree are going to come back, it'd be wise to keep their one woman security force as well prepared for that day as possible. Carol realizes that this promotion has nothing to do with her own skills as a pilot, but just so that she can fight the Kree if they ever come back. Nonetheless, Carol quietly says okay and takes the position, returning to the Buckley Air Force Base where she reunites with Monica Rambeau. Who's sorrowful about Walter Lawson's death but excited about Carol being Captain, Danvers insists though that not much is going to change, after a week it'll be like she never left. It then does a montage of Carol moving into Mar-Vell's old quarters, Michael Rossi being discharged from the Air Force for ongoing sexual harassment, and Danvers simply doing routine paperwork and flying missions.

On Kree-Lar, the Accuser Corps along with Ronan assemble where they are revealed to have come together to discuss the trial of Doctor Minn-Erva, and how she should be punished for her crimes on the Helion during the assault on Terra. The Accusers all debate what should be done until Ronan suggests execution. Making the case that she didn't merely aid the enemy, she deceived him by not killing Mar-Vell. Lied to his very face and allowed for the Nega Bands to be destroyed. She deserves nothing more than to suffer the same fate as husband did. The Accusers then all vote in Ronan's favor to execute Minn-Erva. In the execution chamber, Minn-Erva is seen bound to a metal body harness until Ronan the Accuser walks in behind her and asks if she has any last words. Minn-Erva simply says "all hail the Supreme Intelligence" as Ronan begins chanting ritualistically before slaughtering her with his Cosmi-Rod. At the Buckley Air Force Base during dusk, Carol is in her office until seeing a picture of Mar-Vell on the desk. She feels saddened by it and goes to her dresser where she takes out her Starforce uniform and starts examining it, eventually playing with the navigation GPS and finding out that it has a built in setting that gives the exact coordinates for Kree-Lar's location in the Galaxy. She looks over them and starts to think before calling Monica Rambeau over to her office claiming she needs to tell her something.

It then cuts to Monica having been informed of everything that happened to Carol and dismissing it as the craziest shit she's ever heard. Danvers proves it to Monica by generating Photon sparks in her hand and using them to heat up a pot of tea. Rambeau is speechless while Carol explains to her that she knows how to get to the Kree homeworld now, that she wants to fly there and turn herself in so Earth doesn't have to face anymore invasions from them. Monica claims that Carol wouldn't have it any other way and walks out for the building in disgust. Carol follows her outside and tells Monica she knows this is hard for her but she's doing this so everyone else can live. Rambeau responds telling Carol you know what's hard, to have your best friend disappear for days on end on a mission so secret nobody will even talk about it. Only for her to come back and leave again a week later, still putting herself last just like she always did. Carol claims she doesn't have a choice but Monica responds she always had a choice. That she is smart, funny, and a huge pain in the ass. But that Carol is the most powerful person she's ever known even before she could shoot fire from her fists. Carol is touched by this but tells Monica that this world isn't ready for her yet, she has to still protect it and hope with the future she gives it can be different, until then, they still have now. Monica hugs Carol as they both cry.

They both eventually cheer up and walk inside again as Carol puts on her Starforce costume telling Monica that if she's going to fly across space in this thing it's going to need more style. Asking if she wants to help her come up with something and Monica jumps to the opportunity. They both start playing with the color dial turning her suit glowing neon with Monica insisting that they made it worse and Carol agreeing. They then it to yellow and green, red and yellow, blue and green, and finally black with yellow lining before Rambeau claims that if Danvers lives the rest of her life with the Kree she's going to need something that reminds her of home. Carol then sees the color scheme of Monica's Air Force Badge and agrees with her as she turns the suit red and blue with a gold sash over the chest.

The next day, Carol goes to Hanger where she meets Monica asking if she's sure everyone's gone and Rambeau replies she tried, but he wouldn't leave, said it was official S.H.I.E.L.D. business. Agent Fury then walks forward with an aluminum guard on his eye telling Carol she didn't think he'd let her leave without saying goodbye first. Carol claims she'll miss him too and Nick he also has to give her something. Fury then hands Carol a pager, telling her he had some scientists at the Treehouse use Mar-Vell's tech to make an advanced two way pager, should have the range of a couple Galaxies. S.H.I.E.L.D. will be able to keep in contact with her, make sure she's working hard to keep Earth out of the Kree's line of fire, or whatever other Galactic threats are out there, and when they're not doing that, it'll just be a way for them to talk. She thanks Nick and shakes his hand as Agent Fury tells Danvers that she's just like Captain Mar-Vell now. Carol corrects him saying Captain Marvel afterwards telling Monica that it's time. Rambeau smiles and then opens the Hanger doors as Captain Marvel runs out onto the runway as fast as she can before flying upward into space at the speed of light.

The Kree are all shown living their lives on Kree-Lar until a bright light begin descending from above the city in front of the Supremor revealed to be Captain Marvel. The Starforce guards begin preparing their weapons until Carol tells them that she's here to surrender herself in exchange for Earth's emancipation. Carol then lands and the guards begin cuffing her until Ronan the Accuser demands they stop what they're doing, insisting that he will be the one to deliver here to the Supreme Intelligence. The guards then quickly let her go as Ronan takes Captain Marvel into the elevator, telling Carol as it goes upward that his name will be spoken of in the Etherplex for eons because of his deed today. Delivering her will be the beginning of a new era for the Kree people, an era of unquestioned power. Carol responds that Mar-Vell failed then and Ronan responds that indeed he has. The elevator then opens inside the Supreme Intelligence's room where Carol is delivered face to face with them. The Supreme Intelligence addressing her by her name Caroline Danvers and Carol does the same to the Intelligence. It then demands Ronan leave them, which he does before the Intelligence begins controlling wires that start connecting all throughout Captain Marvel's body. The Supreme Intelligence feeling Carol's abilities and claiming how amazing it is such a small feeble creature could house such strength inside of her.

The Supreme Intelligence promises that with their genius, they will make sure Captain Marvel is groomed to her full potential, transcended from her pitiful roots and reborn, the most powerful being in the universe! Carol talks back to the Supreme Intelligence saying that they're wrong. Her powers only come when she embraces who she is, not when she represses it. The Intelligence begins sending electric shocks through the wires saying that she knows nothing. They are the most Intelligent of all, they know Carol better than she knows herself. Carol then responds that she's been told that her whole life. Living with one hand tied behind her back because she believed it, but what happens when she's finally set free. Carol then starts remembering all of the incredible feats she's performed over as Captain Marvel and starts glowing with Photons, melting through the Supreme Intelligence's wires, the Intelligence screaming for her to stop, that this is not their will! Captain Marvel replies not anymore, it's hers and then begins to fully glow with Photons breaking out of the wires as she releases a pulse of light that blows up the entire room, much to the surprise of everyone watching from below. Captain Marvel then flies to where Ronan the Accuser is begins smashing him through the floors of the Supremor all the way down into the streets.

He slowly gets up while Carol tells Ronan that it's over, the wars, the lies all of it. The Accuser responds that she knows not what she speaks and attacks her with his Cosmi-Rod as they epically fight across the city. Captain Marvel with her fully realized power manages to break the Cosmi-Rod in half and snap Ronan's neck in the same vein he did to Mar-Vell. As Ronan's body falls to the ground wires begin peering from the walls and streets that start connecting into his body, transferring his consciousness into the Supreme Intelligence. The Intelligence then begins using the wires from its head to create a gigantic beam of blue light at Captain Marvel who uses her Photons to try and fly against it. The Supreme Intelligence telling Carol that her powers may be extraordinary, but here, they are Supreme! Captain Marvel ignores their words and keeps using her Photons to fly forward eventually merging into the Supreme Intelligence's head and falling through its cyberspace full of a thousand Kree minds, including Ronan, who all start generating malware to force Carol out. All of the Supreme Intelligence telling her that she will not survive within their matrix, only those of proven mind can grasp the infinite wisdom of the Etherplex. Captain Marvel then says she has nothing to prove to them and uses her Photons to destroy the Etherplex and implode the Supreme Intelligence from within.

Captain Marvel then emerges from the rubble as she hears an announcement pass over the city reporting that the Supreme Intelligence has been slain and that the Starforce will be enacting Martial Law to find the insurrectionist responsible for this atrocity. Carol then flies away into space until being surrounded by the entire Kree Starforce. Captain Marvel simply puts her fists together and uses her powers to fight off the Starforce by herself. Successfully able to take down any Pods or Imperial Cruisers they send after her. Eventually, Captain Marvel begins flying so fast that she charges herself with enough Photons that her physical body literally explodes and releases a wave of light that disintegrates all the opposing Starforce ships leaving a bright explosion visible to the civilians on Kree-Lar through the night sky. On Earth again at Area 51, Director Rick Stoner is talking to Nick Fury, now wearing his iconic eyepatch, asking him since the alien threat is over if he wants to apply for resignation again. Nick tells him no, he wanted to leave before because he thought he had already saw everything the world had to offer. But after this whole experience, it's not the world that's small, it's S.H.I.E.L.D. Things need to change around here if they're going to have any hope of dealing with the next big threat that rolls around. Stoner asks if he has any ideas and Nick says that he does, which is why he wants to become Director one day, make those ideas reality. Director Stoner candidly replies that he's rooting for him.

That night in the Triskelion, Nick is in his office trying to contact Carol through the Pager but just gets static on the other end while Goose is revealed to have been adopted by him, relaxing in her cat bed. Agent Coulson asks if she's still not answering and Nick claims she isn't, speculating that the Kree might not be letting their new superweapon take intergalactic phone calls just yet. Agent Coulson says they should probably make a file for her soon and Fury insists that's a good idea. Asking Coulson if he could do him a favor, instead of Captain Carol Danvers, could he name it Captain Marvel. Coulson asks why and Nick claims that it'll be like Captain America, a super name for a superhero. Nick then looks up into the sky as it shows the stars making a constellation that looks just like the emblem on Captain Marvel's chest.

End Credits

Teasing Avengers: Forever

In the middle of space everything is still until a cluster of light begins emerging and Captain Marvel quickly flies out of it. She takes out her Pager and tries to contact Nick Fury telling him that she did! She killed the Supreme Intelligence and toppled the entire Kree Empire, she's coming back home. Carol waits for a response but only gets static on the other end. Confused, she starts flying back continuing to try and contact Fury until making it to Earth where she gasps seeing the planet now covered with dystopian Industrial purple factories that are even visible from space.


  • The Marvel intro for this film, instead of showing clips from the movies, shows pictures of Stan Lee as a tribute to him due to his death in late 2018.
  • In the comics, Carol Danvers has a second brother named Steve Danvers, who died while in Military service. References to him were in the first draft of the movie but ended up getting cut for unknown reasons.
  • The saying "Higher, further, faster" is a popular Captain Marvel catchphrase from the comics introduced during Kelly Sue Deconnick run, which the movie takes a lot of inspiration from.
  • Monica Rambeau's callsign in the Air Force is Pulsar, a reference to her superhero alter ego on Earth-616 which went by that same codename for a time.
  • The title Supremor in the comics is a nickname for the Supreme Intelligence, which was changed in the Marvel Cinematic Universe to be the name of the Kree capital building in which the Supreme Intelligence is housed.
  • Ronan the Accuser mentions that Earth will be an easy target to the Pursuer Corps since there are Novas or Skrulls living on it. These are references to the Nova Corps, an intergalactic peace keeping force that was established in Guardians of the Galaxy and the Skrulls, who were shown to be a rival species to the Kree in Agents of S.H.I.E.L.D. Season 5.
  • Goose the Cat in the comics is named Chewie. This was changed to Goose as an homage to the pilot in Top Gun in order to further establish the movie's setting in the 1990s.
  • While Minn-Erva and Mar-Vell were lovers in the film, in the comics their relationship is one sided with Minn-Erva wishing to breed with Mar-Vell in order to create a genetically superior breed of offspring.
  • Area 51 where S.H.I.E.L.D. is based for the majority of the film is the same location where they studied the Tesseract in The Avengers.
  • Carol mentions that she her life would be harder if she's suspect of being a "Mutie" a derogatory term for a Mutant. Who in the Marvel Cinematic Universe are people born with superhuman abilities that are treated as second class citizens.
  • When Nick Fury asks Carol Danvers what her favorite movie is she says Empire Strikes Back, a reference to her comic book counterpart's love for Star Wars, which seems to have extended to the MCU version.
  • Car-Ell, the Kree pseudonym Carol came up with while undercover in the Helion is actually her birth name in the comics, revealed to her after discovering her true heritage of being half Kree.
  • Nick Fury during the events of Captain America: The Winter Soldier mentions how last time he fully trusted someone, he lost an eye. This easter egg was finally addressed during the film where Nick Fury puts his trust in Doctor Minn-Erva who betrays him by slicing out his eye.
  • While playing with the Starforce uniform color dial, Carol Danvers and Monica Rambeau create a costume that's black with yellow lining on it. A reference to Carol's Ms. Marvel costume design which had the same color scheme.
  • The Supreme Intelligence's destruction by the end of the movie provides a sufficient explanation as to why the Kree Empire is portrayed as having a different regime during the present day. Where its government is ran by a Confederacy instead of the Intelligence and the Starforce uniforms are white and green instead of black, silver and turquoise.
  • The Pager Nick Fury gives to Carol Danvers in the Hanger is the same one he tries to contact her on during the second end credits scene of Avengers: Infinity Gauntlet.
  • During the end credits scene, Captain Marvel returns to Earth only to find out that it's been completely transformed into an Industrial dystopian landscape with the Sword of Damocles being seen in the far corner of the final shot. Damocles in the comics is the main base of operations for the iconic Marvel supervillain Kang the Conqueror.
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