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' 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 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 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. Talos, arriving unarmed, explains that the Skrulls are refugees searching for a new home and that Lawson was Mar-Vell, a renegade Kree scientist 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.