Captain Marvel is the twenty-first film in the Marvel Cinematic Universe set in the 1990s and telling Captain Marvel's origin.
In 1995, on the Kree Empire's capital planet of Hala, Starforce member Vers suffers from recurring nightmares involving an older woman. Yon-Rogg, her mentor and commander, trains her to control her abilities while the Supreme Intelligence, an artificial intelligence and the ruler of the Kree, urges her to keep her emotions in check.
During a mission to rescue an undercover operative infiltrating a group of Skrulls, alien shapeshifters with whom the Kree are at war, Vers is captured by Skrull commander Talos, taken aboard their Earth-bound vessel, and subjected to a memory probe. Vers manages to escape, crashlanding in Los Angeles. Her presence attracts S.H.I.E.L.D. agents Nick Fury and Phil Coulson, whose investigation is interrupted by a Skrull attack. In the ensuing chase, Vers recovers a crystal containing her extracted memories while Fury kills a Skrull impersonating Coulson. Talos, disguised as S.H.I.E.L.D. Director Keller, orders Fury to work with Vers on the condition he does it alone in the event of other Skrull imposters.
Fury takes Vers to a U.S. Air Force base and discovers she was a pilot presumed to have died in 1989 while testing an experimental engine designed by a Dr. Wendy Lawson, whom Vers recognizes as the woman from her nightmares. A S.H.I.E.L.D. team led by Talos tries to capture them, but they escape in a cargo jet, with Lawson's cat Goose and fly to Louisiana to meet former pilot Maria Rambeau, the last person to see Vers and Lawson alive.
Talos arrives at the Rambeau house just as Vers discovers her real name is Carol Danvers. He reveals the Skrulls are refugees searching for a new home and Lawson was a renegade Kree scientist helping them. He then plays the recovered black box from Lawson's plane, prompting Danvers to remember the day of the crash: Lawson died at Yon-Rogg's hands while attempting to destroy the engine's energy-core, forcing Danvers to do so at the cost of absorbing the energy from the ensuing explosion and losing her memories.
After convincing Danvers to help him, Talos leads her, Fury and Rambeau to a cloaked space cruiser orbiting Earth, where several Skrulls, including his family, are protecting the Tesseract, the source of the energy-core. Starforce captures Danvers and brings her before the Supreme Intelligence. During their conversation, Danvers removes a Kree implant that was suppressing her powers, allowing her to access all her abilities. During the subsequent battle, Fury retrieves the Tesseract and Goose, who is revealed to be an alien with a pocket dimension inside her body, swallows it before scratching Fury's left eye and permanently blinding him. Danvers destroys ballistic missiles fired by Kree official Ronan the Accuser, forcing him and his forces to retreat, before overpowering Yon-Rogg on Earth and sending him back to Hala with a warning to the Supreme Intelligence.
Danvers departs to help the Skrulls find a new homeworld, giving Fury a modified pager to contact her in an emergency. Meanwhile, Fury drafts an initiative aimed at locating heroes like her and changes the name after finding a photo of Danvers in her Air Force jet, which bears the call sign "Avenger".
In a mid-credits scene set in the present day, the pager, which Fury activated prior to his disintegration, is monitored by Steve Rogers, Natasha Romanoff, Bruce Banner, and James Rhodes when Danvers appears and demands to know Fury's whereabouts.
In a post-credits scene set in 1995, Goose climbs onto Fury's desk and regurgitates the Tesseract.
- Brie Larson as Carol Danvers/Captain Marvel
- Samuel L. Jackson as Nick Fury
- Ben Mendelsohn as Talos and Keller
- Jude Law as Yon-Rogg
- Annette Bening as Mar-Vell/Wendy Lawson and Supreme Intelligence
- Djimon Hounsou as Korath the Pursuer
- Lee Pace as Ronan the Accuser
- Lashana Lynch as Maria Rambeau
- Gemma Chan as Minn-Erva
- Clark Gregg as Phil Coulson
- Rune Temte as Bron-Char
- Algenis Perez Soto as Att-Lass
- Akira Akbar as Monica Rambeau
- Azari Akbar as 5 year old Monica Rambeau
- Matthew Maher as Norex
- Chuku Modu as Soh-Larr
- Vik Sahay as Hero Torfan
- Colin Ford as Steve Danvers
- Kenneth Mitchell as Joseph Danvers
- Pete Ploszek as Bret Johnson
- Mark Daugherty as Skrull Main Tech
- Stephen A. Chang as Cook
- Matthew 'Spider' Kimmel as Spider
- Stephen 'Cajun' Del Bagno as Cajun
- Sharon Blynn as Soren
- Auden L. Ophuls and Harriet L. Ophuls as Talos' Daughter
- Emily Ozrey as Talos Surfer Girl #1
- Abigaille Ozrey as Talos Surfer Girl #2
- Barry Curtis as Mall Security Guard
- Stan Lee as Himself
- Marilyn Brett as Older Lady on Train
- Robert Kazinsky as The Don
- Nelson Franklin as Medical Examiner
- Patrick Brennan as Marcus Daniels
- Richard Zeringue as Tom the Neighbor
- Ana Ayora as Agent Whitcher
- Patrick Gallagher as Security Chief
- Reggie, Gonzo, Archie and Rizzo as Goose
- Don Cheadle as James Rhodes
- Chris Evans as Steve Rogers
- Scarlett Johansson as Natasha Romanoff
- Mark Ruffalo as Bruce Banner
Continuity and References to the Marvel Cinematic Universe
- Carol Danvers/Captain Marvel is introduced.
- Nick Fury appears.
- Phil Coulson appears.
- Korath the Pursuer appears.
- Ronan the Accuser appears.
- Skrulls are introduced.
- Talos is introduced.
- Yon-Rogg is introduced.
- Supreme Intelligence is introduced.
- Mar-Vell/Wendy Lawson is introduced.
- Maria Rambeau is introduced.
- Monica Rambeau is introduced.
- Minn-Erva is introduced.
- Att-Lass is introduced.
- Bron-Char is introduced.
- Goose is introduced.
- Hala appears.
- Torfa appears.
- The Helion appears.
- Tesseract appears.
- James Rhodes appears.
- Steve Rogers appears.
- Natasha Romanoff appears.
- Bruce Banner appears.
- Marcus Daniels appears.
- Project P.E.G.A.S.U.S. appears.
- The Captain Marvel Pager is created.
- The Avengers Initiative is created.
- Higher. Further. Faster.
- Discover What Makes Her A Hero.
- Discover What Makes A Hero.
- Everything begins with a hero.
- Hope begins with a hero.
The film was shot in California and Louisiana.