In 1995, on the Kree Empire’s capital planet of Hala, Starforce member Vers suffers from amnesia and recurring nightmares involving an older woman. Yon-Rogg, her mentor and commander, trains Vers to control her abilities, while the Supreme Intelligence, the artificial intelligence that rules 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. A probe of Vers’s memories leads them to Earth. Vers escapes and crash-lands 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. Vers recovers a crystal containing her extracted memories in the ensuing chase while Fury kills a Skrull impersonating Coulson.

Talos, disguised as Fury’s boss Keller, orders Fury to work with Vers and keep tabs on her. Using her extracted memories, Vers and Fury go to the Project Pegasus installation at a former U.S. Air Force base. They discover that Vers was a pilot presumed to have died in 1989 while testing an experimental light-speed engine designed by Dr. Wendy Lawson, whom Vers recognizes as the woman from her nightmares. Fury informs S.H.I.E.L.D. of their location, and a team arrives. Fury realizes that Keller is Talos and helps Vers escape in a prototype jet with Lawson’s stowaway cat, Goose.

They fly to Louisiana to meet former pilot Maria Rambeau, the last person to see Vers and Lawson alive. Rambeau and her daughter Monica reveal that Vers is Carol Danvers, who was once like family to them. After arriving unarmed, Talos explains that the Skrulls are refugees searching for a new home after the Kree Empire attacked and destroyed their homeworld in an unjust war. Lawson was Mar-Vell, a renegade Kree scientist, who has been helping them. Talos plays a recovered blackbox recording from Lawson’s jet, prompting Danvers to remember the crash: Yon-Rogg killed Mar-Vell to prevent her from destroying the engine before the Kree could recover it. Destroying the engine herself, Danvers absorbed the energy from the ensuing explosion, gaining powers but losing her memory.

Danvers, Talos, Fury, and Rambeau locate Lawson’s cloaked laboratory orbiting Earth, where Lawson hid several Skrulls, including Talos’s family, and the Tesseract, the power source of Lawson’s engine. There, Danvers is captured by Starforce and interfaces with the Supreme Intelligence. Danvers removes the Kree implant that suppressed her powers during their encounter, allowing her to reach her full potential. In the subsequent battle, Fury retrieves Goose, who is revealed to be an alien Flerken. Goose swallows the Tesseract and scratches Fury, blinding his left eye. Danvers destroys a Kree bomber, forcing Kree officer Ronan the Accuser and his squadron to retreat.

Danvers overpowers Yon-Rogg and sends him to Hala with a warning for the Supreme Intelligence. She then departs to help the Skrulls find a new homeworld, leaving Fury a modified pager to contact her in an emergency. After experiencing extraterrestrial threats, Fury drafts an initiative to locate heroes like Danvers, naming it after her Air Force call sign, “Avenger”. In a mid-credits scene, in 2018, Fury’s activated pager is being monitored by the Avengers when Danvers appears looking for Fury. In a post-credits scene, Goose climbs onto Fury’s desk and regurgitates the Tesseract.