In 1995, on the capital planet of the Kree Empire, Hala, the skilled Starforce member Vers (Brie Larson), who was previously a U.S. Air Force fighter pilot, grapples with severe amnesia and reoccurring nightmares featuring an enigmatic older woman. As Yon-Rogg (Jude Law), her commander and mentor, trains her to harness her extraordinary powers—gained through a life-altering accident—he insists that these skills are blessings from the Kree.
The ruling artificial intelligence of the Kree, known as the Supreme Intelligence (Annette Bening), stresses the importance of emotional control, informing Vers of the threats posed by the Skrulls and framing her abilities as a gift and her duty to the Kree people. However, unbeknownst to her, a device implanted in her neck suppresses her true potential and ensures Kree control over her.
As circumstances unfold, Vers is tasked with rescuing an undercover operative, infiltrating a Skrull group on the Kree-border planet Torfa. Tragically, this mission is a trap, leading to Vers's capture by Talos (Ben Mendelsohn), the cunning commander of the Skrull forces. In a shocking revelation, Talos unveils fragments of Vers's past; she was an Air Force pilot who collaborated with Dr. Wendy Lawson on a groundbreaking light-speed engine, pivotal in the ongoing war against the Kree.
Vers wakes to confront Talos, who claims Solemnly that her lost memories were manipulated by the Kree. Both searching for clues regarding Lawson and her engine, they turn their sights toward Earth, starting a tumultuous journey. After escaping in a Skrull pod, Vers crash-lands in Los Angeles, alerting Nick Fury (Samuel L. Jackson) and rookie agent Phil Coulson (Clark Gregg), whose investigation is quickly disrupted by a Skrull incursion.
In the ensuing chaos, Vers recovers a crystal containing her repressed memories while Fury combats a Skrull in disguise. Talos, masquerading as Keller ([Damon O'Daniel]), Fury's superior, asks him to collaborate with Vers under the pretense of hunting down Skrulls. Utilizing her regained memories, Vers and Fury visit the Project Pegasus facility, discovering her connection to Lawson and the truth about her past. It turns out Lawson is the woman from her nightmares, and together, they uncover dark secrets overshadowing the facility, uncovering that Lawson had died during the experimental engine's crash—a cover-up spanning years.
Knowing time is of the essence, Fury alerts S.H.I.E.L.D. for backup. However, he soon learns that Keller is indeed a Skrull, leading to a fierce escape alongside Vers, eventually traveling to Louisiana to reunite with her old friend Maria Rambeau (Lashana Lynch) and her daughter Monica. They reveal Vers's true identity, Carol Danvers, and a shocking truth about Lawson—now known as Mar-Vell, a Kree scientist aiding the Skrull.
With the help of Talos, Danvers reconnects with her past, prompting memories of the fateful crash that bestowed upon her immense power. Together, with Fury and Rambeau, they locate Lawson's hidden lab in orbit, where the Tesseract—an energy source fueling Lawson's engine—has drawn the attention of Ronan the Accuser (Lee Pace) and the Kree forces.
In an electrifying confrontation with Starforce, Danvers embraces her abilities, breaking free from the Kree's control and showcasing her true power. The battle culminates in a fierce showdown where she decisively defeats her foes, allowing the Skrulls to evade capture. As the dust settles, Danvers issues a stern warning to Yon-Rogg and departs to aid the Skrull in finding a sanctuary.
Before parting ways, she leaves Fury with a modified pager, equipped for their future rendezvous, as he faces the unexpected loss of his left eye due to a scrappy encounter with Goose, her feline companion. In a gripping mid-credits scene, Fury activates the pager, catching the attention of the Avengers, just as Danvers arrives to join them. Meanwhile, in a humorous post-credits moment, Goose humorously presents Fury with the recovered Tesseract.
