Original subtitles

Do you know what time it is?

Can't sleep.

There are tabs for that.

Yeah, but then, I'd be sleeping.

Dreams again?

Wanna fight?

I slipped.

Right. You slipped as a result of me punching you in the face.

I was already slipping when you happen to punch me in the face.

The two events are not related.

Tell me about this dream.

- Anything new? - No.

You have to let go of the past.

I don't remember my past.

It's causing you doubt.

And doubt make you vulnerable.

Control it.

Lose control again and you'll have to

commune with the Supreme Intelligence.

There's nothing more dangerous to a warrior than emotion.

Humor is a distraction.

And anger...

Anger only serves the enemy.

120 days since the last Skrull attack.

Has anyone ever seen what

the Supreme Intelligence really looks like?

No one can look upon the Supreme Intelligence

in its true form.

You know that.

Our subconscious chooses the way they appear to us.

So it's sacred.

It's personal.

No Kree divulges it, ever.

Who do you see?

- Your brother? - No.

- Father? - No.

Your old commander?

Vers.

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

I see what you're trying to do.

- Is it working? - Yes.

But you won't succeed in changing the subject.

What is the point of giving me these

if you don't want me to use them?

I want you to use them.

The Supreme Intelligence gave me responsibility of showing you

how to use them.

I know how.

Yeah, if that were true, you'd be able to knock me down without them.

Control your impulses.

Stop using this,

start using this.

I want you...

to be the best version of yourself.

Vers.

Intelligence.

Your commander insists that you're fit to serve.

I am.

You struggle with your emotions.

With your past, which fuels them.

You are just one victim of the Skrull expansion

that has threatened our civilization for centuries.

Impostors who silently infiltrate

then take over our planets.

Horrors that you remember

and so much that you do not.

It's all blank... my life.

You're supposed to take the form of who I most admire.

But I don't even remember

who this person was to me.

Perhaps this is a mercy.

Sparing you from a deeper pain.

Freeing you to do what all Kree must.

Put your people's needs before your own.

We've given you a great gift.

The chance to fight for the good of all Kree.

I want to serve.

Then master yourself.

What was given can be taken away.

I won't let you down.

We'll know soon enough.

You have a mission.

Serve well and with honor.

This can't be good.

Must be another Skrull attack.

Whatever it is, it's big.

Has a Skrull ever simmed you?

Once. It was deeply disturbing.

Why?

Because I stared into the face of my mortal enemy

and the face staring back was my own.

Maybe if you were more attractive, then it would be less disturbing.

You think you're funny. I'm not laughing.

You never laugh.

I laugh...

on the inside.

I'm not doing it now.

It's funny 'cause objectively speaking, you are quite handsome.

Well, thank you.

Listen up, team. Knock it off.

All right.

Prepare for...

a search and rescue of our spy... Soh-Larr.

The Skrulls have invaded yet another border planet.

This time, Torfa.

Soh-Larr sent us a warning, the signal was intercepted,

and his cover's blown.

The Skrull General Talos has sent kill units to find him.

Should they reach him before we do,

the intelligence he's acquired over three years

is as good as theirs.

The Accusers will bomb a Skrull stronghold here in the south.

We slip in,

we locate Soh-Larr...

and we get out,

leaving them none the wiser.

The Torfan populous...

we are not to interfere with them nor them with us.

Nothing compromises the security of our mission.

Proceed with caution.

Follow protocol before extracting him.

This is a dangerous mission.

We must all be ready to join the Collective,

if that is our fate today.

For the good of all Kree.

For the good of all Kree!

Vers, track Soh-Larr's beacon.

Att-Lass, Minn-Erva, find elevation.

Locals on the periphery.

Maybe a dozen.

Minn-Erva?

Do you read me?

Does anybody copy?

Repeat.

His beacon's coming from that temple.

- Let's move. - No.

This is the perfect spot for an ambush.

Only one way in, only one way out.

We can get past the locals.

We don't know if they are locals.

Too risky.

You don't have to go with me, I'll go alone.

No, you won't.

Right, we keep a close radius,

we lose comms, we meet back at the Helion.

Come on.

Att-Lass, you getting this?

Copy. I see them.

Get back!

Commander!

Get back!

Back!

Minn-Erva, do you have eyes on this?

Keep them back. Minn-Erva!

Does anybody copy?

I don't want to hurt you.

Keep back!

Stay back!

They're locals. I found two dead.

No green. They're just starving.

HGX-78

TRT-79

BB-X6

Get back.

Skrulls!

Vers!

Skrulls...

...it's an ambush!

Incoming!

Back to the Helion!

Vers, do you copy?

...to the Helion!

Come in, Vers!

How did you know the code?

How 'bout I tell you my secret...

when you tell me yours?

Let's open her up.

Where... are we?

Stand by.

Where's your head at?

In the clouds. Where's yours?

On my shoulders.

About to show these boys how we do it.

You ready?

Higher, further, faster, baby.

That's right.

This can't be right.

Go back even further.

♪ Let me go crazy on you ♪

You're going too fast!

You need to go slow!

♪ Let me go crazy on you ♪

Who is this person? A-Are we in the right...?

What the hell are you thinkin'?

You don't belong out here!

I think we went back too far.

You let him drive.

Let me try something.

You're not strong enough.

You'll kill yourself.

They'll never let you fly.

Am I the only one who's confused here?

You're a decent pilot.

But you're too emotional.

You do know why they call it a cockpit, don't you?

♪ Come on, pretty baby ♪

♪ Kiss me deadly! ♪

A huge rumble

throughout the cosmos shook the moon,

and the sun, and the stars in the sky.

And so, a little while away

flew up throughout the night.

Did you see her?

It fell away.

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

Prepare for take off, Lieutenant Trouble.

Yahoo!

Charming memory.

Hang on.

I think I've got it.

Goose likes you.

She doesn't typically take to people.

Early start to your morning?

Ah, late night, actually.

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

Sound familiar?

Flying your planes never feels like work.

Wonderful view, isn't it?

I prefer the view from up there.

You'll get there soon enough, ace.

Wait, wait, wait, wait! That's her!

- Get her back. - Stand by.

Sound familiar?

Wonderful view, isn't it?

I prefer the view from up there.

You'll get there soon enough, ace.

What's that on her shirt? I couldn't read it.

Wonderful view, isn't it?

I prefer the view from up there.

- You'll get there soon enough, ace. - Focus.

- Excuse me? - Look down.

Focus.

Pegasus.

Dr. Wendy Lawson. That's her.

Do you hear that too?

Do you have her location?

Got it.

Now, track Lawson until we find the energy signature.

Interesting.

Hold on.

Go back right before this.

Go back.

That's no MiG, Lawson.

This is it. Now, let me see where you're headed.

That's right, look at the coordinates.

Focus.

Open, please.

That's it, that's it, almost there.

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

Focus.

Ger her back! Ger her back, now!

Do we have any information we can act on?

Just that Lawson was somewhere on planet C-53.

We're on our way.

Then dig, dig, dig deeper.

Lawson is our link to that light speed engine.

And everything we're after.

Oh.

That did something.

Try that again.

Not yet.

What did you do to me?

Now, we're just after a little information.

What did you put in my head?

Nothing that wasn't already there.

But those aren't my memories.

Yeah, it's like a bad trip, isn't it?

I'm not surprised you can't keep it straight.

They really did a number on you.

Enough of your mind games. What do you want?

We're looking for the location of a Dr. Lawson

and her light speed engine.

I don't know any Dr. Lawson.

Then why is she in your head?

You guys wouldn't happen to know

how these things come off, would ya?

No? Fine.

Hmm.

Hey.

You do know why they call it...

You leaving so soon?

We're just getting to know each other.

Vers to Starforce Command. Do you read me?

Hello?

Do you copy?

♪ What a man, what a man, what a man ♪

Hi, I'm Vers. Kree Starforce.

Is this C-53?

♪ What a man, what a man, what a man ♪

Do you understand me? Is my universal translator working?

Yeah, I understand you.

Oh, good.

Are you in charge of security for this district?

Sort of. The-The movie theater has its own guy.

Where can I find communications equipment?

♪ A body like Arnold with a Denzel face ♪

♪ He's smart like a doctor with a real good rep ♪

♪ And when he comes home he's relaxed ♪

Thank you.

♪ He always got a gift for me ♪

Track the pod, find the girl.

She knows more than she knows.

Hey...

This one's taken.

Come on.

Vers.

Vers.

Verify. CTC-39.

GRXV-1600.

And I'm fine, thank you for asking.

Is everyone okay? What happened?

Skrull ambush.

I thought we'd lost you.

Did you find Soh-Larr?

It wasn't Soh-Larr. Talos simmed him.

Even knew his code.

That's impossible.

That code was buried in his unconscious.

The Skrulls messed with my mind. The machine that they used,

I-I think that's how they extracted Soh-Larr's code.

Vers, where are you?

I'm on planet C-53.

The Skrulls are looking for someone named Lawson.

Who?

She's... who I see.

She's what?

Vers?

Vers, what?

She's a scientist.

They think that she's cracked the code on light speed tech.

I have to get to her before they do

or else they'll be able to invade new galaxies.

No. You've been caught once already.

How far to C-53?

Closest jump point is 22 hours.

Vers, hold your position until we get there.

Keep your comms online so we can contact you.

No. What if they get a hold of it before...

We're sorry.

A long-distance company access code is required

for the number you have dialed.

Vers.

- Please dial your call - Vers?

with the access code...

Vers!

If the Skrulls got to her, she's compromised.

She's stronger than you think.

Have you been to C-53?

Once.

It's a real shithole.

Hey, rookie, go talk to the rent-a-cop.

Did you call this in?

Beacon activated.

Excuse me, miss.

Do you know anything about a lady

blowing a hole through the roof

of that Blockbuster over there?

Witness says she was dressed for laser tag.

Oh.

Yeah, I think she went that way.

Uh, I'd like to ask you some questions.

Maybe...

give you the 411 on the late night drive-bys.

Can I see some identification, please?

Vers, Kree Starforce.

We don't carry our identification on little cards.

Vers...

Star... force.

How long you planning to be in town?

Oh, I'll be out of your hair as soon as I track down the Skrulls

that are infiltrating your planet.

Skrulls?

Shapeshifters?

They can transform into any lifeform down to the DNA?

Oh, boy. You guys don't have any clue, do you?

Whoa, whoa, whoa, whoa, hold on.

How do we know

you're not one of those... shapeshifters?

Congratulations, Agent Fury.

You have finally asked a relevant question.

No, congratulations to you, Starforce lady.

You're under arrest.

Rook!

Rook, let's roll!

Did you see her weapon?

I did not.

Suspect on northbound train. In pursuit.

Trust me, true believer.

Trust me...

Trust me, true believer.

Oooh!

Get off her!

Train's heading for a tunnel up ahead.

Let's greet them at the station.

Mr. Fury, this is Agent Coulson, uh...

Uh, I'm still here at the Blockbuster, and uh...

Where'd everybody go?

I've finished collecting evidence...

Official S.H.I.E.L.D. activity.

Stay back.

Nice scuba suit.

Lighten up, honey, huh?

Got a smile for me?

Freak.

All life on Earth is carbon-based.

Not this guy.

I mean, whatever he runs on,

it's not on the periodic table.

You're saying he's not from around here?

Hey, how's your eye?

I'd say, fine,

but it can't believe what it's seeing.

You said...

this thing looked like

- Coulson? - Hm.

Talked like him, too.

And the woman said that there were more?

The word she used was "infiltration".

You believe her?

Not till I saw this.

What's your plan?

Uh, find Blockbuster girl.

I got word on a motorcycle thief that fits her description.

She can tell us why these lizards are here.

Maybe she can tell us how to kick 'em to a curb.

Good.

Do it alone, though.

We can't trust anyone.

Not even our own men.

Yes, sir.

Wow, they're ugly bastards, aren't they?

Yeah, well, he's no Brad Pitt, sir.

Safe journey to the beyond, my friend.

I will finish what we started.

I wouldn't get too close there, boss.

No one in or out.

♪ I'm only happy when it rains ♪

♪ I'm only happy when it's complicated ♪

♪ And though I know you can't appreciate it ♪

♪ I'm only happy when it rains ♪

♪ You know I love it when the news is bad ♪

♪ Or why it feels so good to feel so sad ♪

♪ I'm only happy when it rains ♪

♪ I'm only happy when it rains ♪

♪ I feel good when things are goin' wrong ♪

♪ I only listen to the sad, sad songs ♪

What can I get you?

Where was this photograph taken?

Uh, airport.

Where's Pegasus?

That's classified.

Not unlike the file I started on you.

But I see you've changed it up a bit since then.

Grunge is a good look for you.

Did you have a rough day, Agent Fury?

It was cool.

You know, had a space invasion,

big car chase.

Got to watch an alien autopsy.

Typical nine to five.

So, you saw one.

I was never one to believe in aliens...

but I can't unsee that.

This is gonna get a little awkward, but I gotta ask...

You think I'm one of those green things.

Can't be too careful.

You are looking at 100% red-blooded Earth-man.

I'm afraid I'm gonna need proof.

We talking cheek swab or urine sample?

No. The DNA would match.

Want my AOL password?

Skrulls can only sim recent memories of their host bodies.

Oh-ho-ho!

You want to get personal.

Where were you born?

Huntsville, Alabama,

but technically, I don't remember that part.

- Name of your first pet? - Mr. Snoofers.

- Mr. Snoofers? - That's what I said.

- Did I pass? - Not yet.

- First job? - Soldier.

Straight outta high school.

Left the ranks a full bird colonel.

- Then? - Spy.

- Where? - It's the Cold War, we were everywhere.

Uh, Belfast, Bucharest, Belgrade, Budapest...

I like the Bs, I can make 'em rhyme.

Now?

Been ridin' the desk for the past six years

trying to figure out where our future enemies are coming from.

Never occurred to me they would be coming from above.

Name a detail so bizarre, a Skrull could never fabricate it.

A toast that's cut diagonally, I can't eat it.

You didn't need that, did you?

No. No, I didn't. But I enjoyed it.

Okay, your turn.

Prove you're not a Skrull.

And how is that supposed to prove to me you're not a Skrull?

That's a photon blast.

And?

A Skrull can't do that.

So, a full bird colonel-turned- spy-turned-S.H.I.E.L.D.-agent

must have pretty high security clearance.

Where's Pegasus?

♪ A lonely mother gazing out ♪

Okay, the Skrulls sim alien races

to infiltrate and take over planets

and you're a Kree.

A race of noble warriors.

Heroes.

Noble warrior heroes.

So, um, what do Skrulls want with Dr. Lawson?

They believe that she developed a light speed engine at Pegasus.

Light speed engine?

Gotta admit, that's not the craziest thing I've heard today.

Well, it's still early.

And you, what do you want?

To stop the Skrulls before they become unstoppable.

And?

Look, war is a universal language.

I know a rogue soldier when I see one.

You got a personal stake in this.

Government property. Turn your vehicle around.

Nicholas Joseph Fury.

Agent of S.H.I.E.L.D.

Place your thumb on the pad.

One moment.

Nicholas Joseph Fury.

You have three names?

Everybody calls me Fury.

Not Nicholas, not Joseph, not Nick.

Just Fury.

What does your mom call you?

- Fury. - What do you call her?

- Fury. - What about your kids?

If I have them, they'll call me Fury.

- You're cleared for access. - Thank you.

Oh, hold up.

You look like somebody's disaffected niece.

Put that on.

What is it?

It's the S.H.I.E.L.D. logo.

Does, uh, announcing your identity on clothing

help with the covert part of your job?

Said the space soldier who was wearing a rubber suit.

Lose the flannel.

How can I help you?

We're, uh, agents of S.H.I.E.L.D.

We're looking for a woman named Lawson.

A Dr. Wendy Lawson.

Do you know her?

Follow me.

Hm.

You familiar with the phrase "welcome wagon"?

No.

Well, this ain't it.

Is that a communicator?

Yeah. State of the art two-way pager.

Who are you paging?

My mom. Don't worry.

I didn't mention you.

Ooh-hoo-hoo!

After you.

Impressive.

Oh, you should see what I can do with a paper clip.

Hey, there, how are you, huh?

Oh, my goodness, look at you. Just look at you.

Aren't you the cutest little thing?

Aren't you cute?

And what's your name, huh? What's your name?

Goose?

Cool name for a cool cat.

Fury?

Hmm?

I'll be back.

Oh, get my fingerprint out.

Just let me unravel this puppy...

You sat there and watch me play with tape

when all you had to do was...

I didn't wanna steal your thunder.

Ha, Lawson.

Lawson's plan for the light speed engine.

I wonder why they terminated the project.

Uh, maybe because she's...

cuckoo.

- Kree glyphs? - Huh?

Lawson is not cuckoo.

She's Kree.

Well,

she's dead.

What?

She crashed a ASIS aircraft during an unauthorized test flight.

Took a pilot down with her.

That's why security here's so unfriendly.

They're covering up a billion dollar mistake.

Oh, and your light speed engine... it's toast.

When did this crash happen?

Six years ago, 1989.

Who was the pilot?

Uh, most of this thing's redacted, but...

But there is a testimonial here from a

Maria Rambeau.

Last person to see them alive.

You okay?

Mm-hmm.

Back in a minute.

This isn't about fighting wars.

It's about ending them.

I know Lawson was Kree.

She was here on C-53 and died in a plane crash.

Do you know anything about this?

I just discovered a mission report sent from C-53.

There's only so much I'm cleared to tell you, Vers.

But...

Lawson was an undercover Kree operative named Mar-Vell.

She was working on a unique energy-core.

Experimenting with tech that apparently

could help us win the war.

She's still here?

She's cooperating with the investigation, sir.

- You men, stay here. - Yes, sir.

I want to question her alone.

Excellent work, Nicholas.

Does it say anything about me?

Anything about you? No, of course not.

Why would it?

I found evidence that I... had a life here.

On C-53?

Mar-Vell is who I see when I visit the Supreme Intelligence.

I knew her.

And I knew her as Lawson.

It sounds like Skrull simulation, Vers.

No, it's not because I remember. I was here.

Stop! Remember your training.

Know your enemy. It could be you.

Do not let your emotions override your judgment.

She's on sub-level six, I'll get off on five,

take the stairs, in case she makes a run for it.

Do a pincer move... like we did in Havana.

Right.

Like we did in Havana.

We're nearing the jump point.

Leave your beacon on so I can find you.

We'll get to the bottom of this, Vers.

Together.

Okay.

Vers!

Vers!

Fury's colluding with the target.

Then why would he call us in?

All I know is, we take him in, too. Dead or alive.

Dead or alive?

Go! Go, go!

Was it something I said?

Mm. Mm-mm.

Now, you know, I don't really need these to see.

But...

they do, kinda complete the look.

Don't you think?

- You called it in? - My bad.

Coulson, you find something?

They're not down here.

Let's try up there.

- What? - Your communicator.

You obviously can't be trusted with it.

You know how to fly this thing?

Uh, we'll see.

That's a yes or no question.

Yes.

That's what I'm talkin' 'bout.

We got a stowaway.

Hang on, Goose.

Goose!

Oh, Goose.

Who's the good kitty, huh?

Huh, Goose?

Yes! That's right!

Who's a good kitty, Goose?

You the good kitty.

See anyone you know?

Funny story.

I arrived on Hala, near dead.

No memory.

That was six years ago.

So, you think you're the pilot

that went down with Dr. Lawson?

I'm saying, the last person to see them alive

could probably tell us.

- Maria Rambeau? - Mm-hmm.

So, how do we get to Louisiana?

Due east,

hang a right at Memphis.

That agent...

that stopped the Skrulls from finding us?

Coulson, the new guy.

Guess he doesn't hate me yet.

Yeah, well, give him time.

I guess he had a feeling.

You know, went with his gut against orders.

It's a really hard thing to do

but it's what keeps us human.

I get in trouble for that... a lot.

Oh, I can see that about you.

Rescuing the guy who sold you out to the Skrulls?

I'm guessin' that's not standard Kree operating procedure.

Well, I won't tell your boss if you won't tell mine.

Ronan.

The Accusers completed their operation,

but the greater mission was a failure, thanks to your team.

It was a trap.

To lure our operative, Vers to Torfa and kidnap her.

Give us their location.

We'll take care of the terrorist threat.

By bombing them out of the galaxy.

No.

We'll handle this.

A cell of Skrulls anywhere

is a threat to Kree everywhere.

Where are they?

- They are... - Lost.

They are lost... for now.

But we will find them.

Do so.

Or we will.

Maintain the course for C-53.

♪ You gotta be bad, you gotta be bold ♪

♪ You gotta be wiser ♪

♪ You gotta be hard, you gotta be tough ♪

♪ You gotta be stronger ♪

♪ You gotta be cool, you gotta be calm ♪

♪ You gotta stay together ♪

Excuse me, I'm looking for Maria Rambeau.

Auntie Carol?

Mom, it's Auntie Carol!

I knew it! Everyone said you were dead.

But we knew they were lying.

I'm not really who you think I am.

♪ My, oh, my, hey, hey ♪

That is the craziest shit I ever heard.

Green transforming aliens?

There's no such thing.

You're absolutely right, young lady.

There's no such thing.

'Cause if there were,

we would wanna keep that to ourselves.

You don't believe me?

No way!

That's so cool.

Ho-ho. She can do a lot more than make tea with those hands.

Like what? Show us!

Maybe later.

I kept all your stuff. I'll go get it.

You wanna give her a hand with that?

Hmm?

You don't remember anything?

I see...

flashes.

Little moments.

But I can't tell what's real.

If I could just piece together what happened that morning,

maybe it'll all make sense.

You woke me up,

bangin' on my door at dawn.

Your usual move.

Back then, we had to get up so early.

The Air Force still wasn't letting women fly combat,

so testing Lawson's planes

was our only shot at doing something that mattered.

You wanted a race to base, and rode Mustang.

And I wasn't about to argue

'cause I knew my Camaro would dominate.

But you cheated.

Took a shortcut.

Since when is a shortcut cheating?

Since it violates the predetermined rules of engagement.

I definitely don't remember those.

Hmm, course you don't.

When I got to the hangar,

Lawson was agitated.

She said she had lives to save.

She was trying to take the ASIS up herself

but you said,

"If there were lives at stake,"

- "I would fly the plane." - Yeah.

Yup. Big hero moment.

The kind of moment we've both been waiting for.

The Doc was always unique.

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

now you're saying she's from another planet.

I know this must be hard for you.

Oh, what, this part right here?

No.

No, mm-mm.

No, what's hard

is losing my best friend

in a mission so secret, they act like it never even happened.

"Hard"

is knowing you were out there somewhere

too damn stubborn to die.

And now, you come up in here after six years

with your supercharged fire hands

and you expect me to call you...

I-I don't even know, what, Vers?

Is that really who you are now?

I don't know.

Come look!

This is me and you on Halloween.

I'm Amelia Earhart, and you're Janis Joplin.

Oh, this is you when you were little.

You didn't get along with your parents.

So Mom said we became your real family.

This is us on Christmas.

I got my favorite bunny slippers.

This is another picture of you when you were little.

This is right after you graduated...

This was your dog that you got...

...at the carnival with you...

picture of everybody...

from your Air Force team.

That was your favorite concert.

your three favorite guys.

Oh, wait, I forgot.

Your jacket.

Mom doesn't let me wear it anymore

after I spilled ketchup on it.

That was all that survived the crash.

Or so we thought.

Don't answer that.

It's just my neighbor.

They can change into anyone.

Hi there.

What do you want?

Uh...

Hey, Tom, this is my friend, Carol.

Oh, pleased to meet you.

Yowzas!

Static electricity out here's no joke.

Oh, I noticed the peculiar bird ya got parked by the road,

and I-I was just wonderin' if ya mind if I bring

the boys over to get a closer looksee?

"A closer looksee"?

Yeah.

To see the "bird parked out by the road"?

Mm.

You're really working overtime to sell this one, aren't you?

Talos.

I'm sorry, Tom.

This really isn't a good time,

uh, come by tomorrow, okay?

Uh...

Okay.

You know, you really should be kinder to your neighbors.

You never know when you're gonna need to borrow some sugar.

Hang on a second.

Before you go swingin' those jazz hands around,

makin' a mess of your friend's house...

It's a lovely home, miss.

Oh, my God!

What the hell?

No one's gonna hurt the girl.

Just... don't kill me.

That'll really complicate the situation.

I'm about five seconds from complicating that wall

with some ugly ass Skrull brain.

I'm sorry I simmed your boss,

but now I stand before you as my true self

without deception.

And who is that out there?

Okay, that's a fair point.

But I'm sure that you understand,

I had to take some precautions.

I saw you crush

20 of my best men with your hands bound.

I just wanna talk.

The last time we talked, I ended up hanging from my ankles.

That was before I knew who you were.

Before I knew what made you different from the others.

I have an audio recording from Pegasus

of your voice from a plane crash

six years ago on a device

I believe you call a black box.

They told me it was destroyed in the crash.

How'd you get it?

You don't understand.

Young lady, I have a special skill

that kinda allows me to

get into places I'm not supposed to be.

Call me "young lady" again,

I'm gonna put my foot in a place it's not supposed to be.

Am I supposed to guess where that is?

- Your ass. - Your ass.

Okay, I get it. We're all a little on edge here.

But look, I just need your help decoding some coordinates.

If you sit down and you listen to this,

I assure you, it'll be worth your while.

Call your buddy back inside and I'll listen.

Deal.

Oh, my God!

Get that thing away! How'd that get in here?

Huh?

The cat?

This isn't what you're afraid of, is it?

That's not a cat.

- That's a Flerken. - A Flerken?

Mom?

- Monica. - Why can't I listen, too?

What's happening?

It's loading.

Punch in the coordinates: 5229, -47

8.768, 0.2

Copy that.

Where are going, Doc?

My laboratory.

Your laboratory? What do you mean?

Oh, no.

Is that...

Wait, what is that?

It's not showing up on my radar.

Go, Carol! Slide!

That's no MiG, Lawson.

Who the hell are they?

Those are the bad guys. Fly faster now!

Yes, ma'am.

- What do they want? - Me. My work.

I never should've brought you along.

Here comes some Gs.

They're firing backward. Hold on.

Bail out! Bail out! Bail out!

Stay with me, Lawson!

Carol, do you copy?

Yeah, I copy.

We hit ground.

Are you okay?

Yeah, I copy.

Doc?

Your blood...

it's... it's blue.

Yeah, but uh,

how's my hair?

Help me up, will you?

I gotta destroy it before they get here.

What? Lawson?

You remember what I said about our work here?

What it's for?

To end wars?

Yeah.

But the wars are bigger than you know.

Dammit!

My name is not Lawson.

My real name is Mar-Vell.

And I come from a planet called Hala.

I would say that you're delusional, but

we just got shot down by a spaceship

and your blood is blue.

Listen, I spent half my life fighting a shameful war.

Now, skidaddle before you give me any more regrets.

Just remember the coordinates, okay?

You've gotta save 'em without me.

Save who? How?

No, I gotta

- blow this engine before they find it! - What are you doing?

We have no interest in hurting you.

No?

'Cause all the shooting kinda gave me the wrong impression!

The energy-core.

Where is it?

Pararescue's on the way.

You have two minutes until you're surrounded.

Then I see no reason to prolong this conversation.

No, wait!

You mean that energy-core?

No!

Commander, she's still moving.

- Permission to fire. - Hold your fire.

There's nothing left.

The core's been destroyed.

She absorbed its power.

She's coming with us.

He lied to me.

Everything that I knew was a lie.

Now, you understand.

What?

What do I understand now?

Yon-Rogg killed Mar-Vell.

He killed her.

'Cause she found out that she was on the wrong side

of an unjust war.

No.

Your people are terrorists.

They kill innocents.

I saw the ruins on Torfa.

Ruins that the Accusers are responsible for.

My people lived as refugees on Torfa.

Homeless ever since we resisted Kree rule

and they destroyed our planet.

And the handful of us that are left

will be slaughtered next

unless you help me finish what Mar-Vell started.

The core that she found

would have powered a light speed ship

capable of carrying us to safety.

A new home.

Where the Kree can't reach us.

Lawson always told us

that our work at Pegasus wasn't to fight wars

but to end them.

She wanted you to help us.

Find the core.

Well, I already destroyed it.

No, you destroyed the engine.

The core that powered it is in a remote location.

If you help us decode those coordinates,

we can find it.

You'll use it to destroy us.

We just want a home.

You and I

lost everything at the hands of the Kree.

Can't you see it now?

You're not one of them.

You don't know me.

You have no idea who I am.

I don't even know who I am!

You are Carol Danvers.

You are the woman on that black box risking her life

to do the right thing.

My best friend,

who supported me as a mother

and a pilot when no one else did.

You were smart, and funny,

and a huge pain in the ass.

And you were the most powerful person I knew.

Way before you could shoot fire from your fists.

You hear me?

Do you hear me?

Come here. Come here, girl.

I got you.

I know we don't deserve your trust

but you're our only lead.

We discovered that your energy signature

matched Mar-Vell's core.

Now, we know why.

If only you knew

the importance of it to me.

I just need your help

decoding the coordinates to Mar-Vell's lab.

Those weren't coordinates.

They're state vectors.

For orbital positioning and velocity.

You didn't find her lab on Earth 'cause it's not on Earth.

That was the location on the date of the crash six years ago.

If we track its course, we'll find it

in orbit right now.

It's just basic physics.

In orbit?

Was that so difficult to figure out?

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

Yon-Rogg will catch up to me soon.

We've got to get to the core before he does.

Mm, we're going to space?

In what?

A few tweaks to your vessel should do it.

I can handle the modifications.

Hm, your science guy.

Well, I could use a copilot.

No.

No, I-I can't.

I can't leave Monica.

Mom, it's okay, I can stay with Gramma and Pa-paw.

There's no way I'm going, baby. It's too dangerous.

Testing for new aerospace tech is dangerous.

Didn't you used to do that?

Your plan is to leave the atmosphere

in a craft not designed for the journey

and you anticipate hostile encounters

with a technologically superior foreign enemy.

Correct?

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

Monica!

You have a chance to fly the coolest mission

in the history of missions,

and you're gonna give it up to sit in the couch

and watch Fresh Prince with me?

What?

I just think you should consider what kind of

example you're setting for your daughter.

- What's going on around here? - I know, I know, I'll explain.

Thank you.

Your mom's lucky.

When they were handin' out kids, they gave her the toughest one.

Lieutenant Trouble.

You remembered.

Is that mine?

Oh, no.

You hang on to it until I come back.

But there is something that I need your help with.

I can't wear these Kree colors anymore.

And since you are obviously the only person around here

with any sense of style...

Hm?

Whoa.

No.

Uh-uh.

Definitely not.

Well, since we're on the same team...

Hmm.

How do I look?

Fresh.

What took you so long?

I'm fine, thanks for asking.

- PRY-46... - No, no codes.

That system is fallible, as we've learned.

Okay, then let's do this.

Who do I see when I commune with the Supreme Intelligence?

The person you most admire and respect, I'd guess.

But you would never tell me who.

And what is your earliest memory of Hala?

The transfusion.

Blue blood running through my veins.

Whose blood?

Hm.

It's my blood

that's coursing through her veins.

What have you done with her?

You're too late.

She knows?

Ronan, Skrulls have infiltrated C-53.

Come at once.

For the good of all Kree, Commander.

The infestation will be eradicated.

Passing 500 and climbing.

You know, you really shouldn't have that thing on your lap.

Our little alliance with you is tenuous at best.

And as long a he continues to freak you out,

I'm gonna keep givin' him

all the love and hugs that he needs, right?

Can I ask you something?

Do you just turn into anything you want?

Ah, well, I have to see it first.

Can you all do it?

Physiologically, yeah, but, uh, it takes practice and, um,

dare I say it, talent to do it well.

Can you turn into a cat?

What's a cat?

What about a filing cabinet?

Why would I... turn into a filing cabinet?

A venus flytrap. I'd give you 50 bucks right now

if you turn into a venus flytrap.

Switching engines from scramjet to fusion.

Buckle up, folks.

Hey, i-is this normal, like, space turbulence?

Pretty much.

Locking in on coordinate grid.

Where is it?

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

Well, is it in front

of all that nothing or behind it?

Decloaking activated.

Is that it? The core?

In her notes, she called the the Tesseract.

What was Lawson doing with all this kid stuff?

We're not alone.

Talos!

He didn't come here for the Tesseract.

It's okay.

We didn't know what to do.

Mar-Vell warned us not to send a signal for any reason.

Or the Kree would find us.

You did the right thing.

It's okay, it's okay.

She's all right, she's a friend.

I am not gonna hurt you.

She led me to you.

I'm so sorry.

I didn't know.

Carol,

this is war.

My hands are filthy from it, too.

But we're here now.

You found my family.

This is just the beginning.

There are thousands of us separated from each other.

Scattered throughout the galaxy.

If I played the same pinball machine for six years,

I'd have some high scores too.

Fraternizing with the enemy.

Uh-uh.

What did you do to your uniform?

They got in her head.

Just like we thought.

The Supreme Intelligence will set her straight.

You can see they're not soldiers!

Let 'em go.

You can have me.

And the core?

You lied to me.

I made you the best version of yourself.

What's given can be taken away.

Get out of here!

Get down!

Let's go!

♪ Come as you are ♪

♪ As you were ♪

♪ As I want you to be ♪

There she is.

Seems like your time on C-53 jogged the old memory.

This jacket...

It's killer, by the way.

Oh.

Music. It's a nice touch.

Let me out.

No can do.

If you hurt them,

I will burn you to the ground.

With what, exactly?

Your power comes from us.

You didn't give me these powers.

The blast did.

And yet, you've never had the strength

to contol 'em on your own.

Species: Flerken.

Threat: High.

It's a cat. Not Hannibal Lecter.

Species: Human male.

Threat: Low to none.

That thing's clearly busted.

Load the Flerken onto the Helion.

Eject the others into space.

You did good, ace.

Thanks to you, those insidious shapeshifters

will threaten our borders no more.

I used to believe your lies.

But the Skrulls are just fighting for a home.

You're talking about destroying them

because they won't submit to your rule.

And neither will I.

We found you.

We embraced you as our own.

You stole me.

From my home,

my family, my friends.

It's cute how hard you try.

But remember,

without us...

Give it up, Carol!

You're weak.

You're going too fast! You need to go slow!

You're flawed.

Helpless.

You're too emotional.

So weak.

You don't belong here!

We saved you.

Control...

You won't last the week, Danvers!

Without us,

you're only human.

You're right.

I'm only human.

On Hala,

you were reborn.

Vers.

My name

is Carol.

She's trying to break out.

I've been fighting with one arm tied behind my back.

But what happens when...

I'm finally set free?

You... know you're glowing, right?

I'll explain it later.

Take the Tesseract.

Leave the lunchbox.

- Me? - Yes.

I'm not touching that thing!

You want me to get you an oven mitt?

Whoa!

Get the Skrulls in the Quadjet and go.

Take the... Flerken with you.

- What about you? - I'll buy you some time.

I'm... picking you up now.

I'm trusting you not to eat me.

Oh, hey, guys.

Arm wrestle for the Tesseract?

I used to find you amusing.

Let's put an end to this!

Okay.

Good kitty.

♪ Take this pink ribbon off my eyes ♪

♪ I'm exposed ♪

♪ And it's no big surprise ♪

♪ Don't you think I know ♪

♪ Exactly where I stand ♪

♪ This world is forcing me ♪

♪ To hold your hand ♪

♪ 'Cause I'm just a girl ♪

♪ Little ol' me ♪

♪ Well, don't let me out of your sight ♪

♪ Oh, I'm just a girl ♪

You knew all along.

Is that why we never hung out?

No, I just never liked you.

Incoming!

Hey, in a hurry?

Don't make me do this.

Okay.

♪ 'Cause I'm just a girl ♪

♪ I'd rather not be ♪

♪ Cause they won't let me drive ♪

♪ Late at night ♪

Aah!

Come on, do your thing!

Come on.

Come on!

Dammit, Goose, pick a side.

Take them to the hangar too.

We'll blast them all into space.

Play it cool.

Just like Havana.

Do you have the thing?

Flerken kitty ate it.

Come on, move!

Move!

Follow my lead.

Cover her eyes.

Onto the ship!

Let's go, let's go!

Nice diversion.

I could've swore I put it in there.

Minn-Erva, take them down in a dropship.

On it.

You all right, friend?

Never... better.

We got a bogey. Comin' in hot.

Yes!

Boom!

Whoo!

What the hell was that?

Deploy ballistic warheads.

That's impossible.

C-53 doesn't have a defense system

advanced enough to destroy our warheads.

That's not their defense system, Ronan.

Take her down.

Whoo!

Return to the jump point.

We'll be back for the weapon.

The core?

The woman.

I'm so proud of you.

You've come a long way since

I found you that day by the lake.

But can you keep your emotions in check

long enough to take me on?

Or will they get the better of you, as always?

I always told you...

you'll be ready the day you can knock me down as yourself.

This is that moment.

This is that moment, Vers!

Turn off the light show and prove...

Prove to me you can beat me without...

I have nothing to prove to you.

Destination: Hala.

I can't go back empty-handed.

You won't be empty-handed.

I'm sending you with a message.

Tell the Supreme Intelligence that I'm coming to end it.

The war, the lies, all of it.

You can't do this.

That was a close call, huh, Goosey?

Huh?

Those bad guys still in there somewhere?

Oh! Mutha-Flerken!

- You okay? - Yeah.

It's just a scratch.

No.

Put that card down.

I can't believe you got into the raddest dogfight ever, and I missed it.

I'd say you arrived just in time.

Some nifty flying to you did out there.

S.H.I.E.L.D. could always use a good pilot like you.

I'll consider it.

As long as you don't call my flying "nifty" again.

- How's your eye? - Mmm.

Gettin' better every second.

Just so I'm clear...

You were Soh-Larr and the S.H.I.E.L.D. agent?

Keller. Tied my boss up, stole his identity.

I borrowed his likeness. I'm no thief.

It's a little like stealing.

Whose side are you on here?

You're good to go here until you recover,

but you and your family are gonna need a new look.

I could go back to being your boss.

Oh, please don't.

Come on, I loved sporting his beautiful blue eyes.

No way, you guys have the best eyes.

Don't ever change your eyes.

I'll help you find a home.

Finish what Mar-Vell started.

They can stay here with us, can't they, Mom?

They won't be safe here, baby.

Auntie Carol's right.

They need their own home.

I'll be back before you know it.

Maybe I can fly up and meet you halfway.

Ah, only if you learn to glow like your Auntie Carol.

Or maybe I'll build a spaceship. You don't know.

He doesn't.

Keep the Tesseract on Earth.

Hidden.

You sure that's what Marvel would want?

- Mar-Vell. - That's what I said.

It's two words. Mar, Vell.

Mar-Vell.

Marvel sounds a lot better. You know, like the Marvelettes?

♪ Wait, oh, yes Wait a minute, Mister Postman ♪

♪ Wai-ey-ey-ait, Mister Postman ♪

Not ringing any bells?

Keep singing, maybe it'll come back to me.

I upgraded it.

Range should be... couple galaxies, at least.

What? You think I'm gonna crank call you?

For emergencies only, okay?

Well...

Yeah, if you're ever passing back through this galaxy,

be sure to give a brother a shout.

Oh.

We got the ketchup stain off.

Thanks, Lieutenant Trouble.

Hmm.

It's hard for me to say goodbye, too.

Go on.

Glad to have you back, sir.

This came for you.

So, is it true?

That the Kree burned your eye out

because you refused to give them the Tesseract?

I will neither confirm nor deny the facts of that story.

Understood.

I'm sorry to report that we still haven't found the Tesseract.

I'm sure it'll turn up somewhere.

I'll let you know when it does.

Then what?

Sir?

We have no idea what other

intergalactic threats are out there.

And our one-woman security force had a prior commitment

on the other side of the universe.

S.H.I.E.L.D. alone can't protect us.

We need to find more.

More weapons?

More heroes.

You think you can find others like her?

We found her and we weren't even looking.

Get some rest, sir.

You got a big decision to make.

♪ Oh, make me over ♪

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