Carol stops the motorcycle outside of 'Panchos' and walks in. She sees flashes of memories she had from the bar with Maria, including them drinking and singing karaoke.

"Oh my God, you used to do karaoke! I love karaoke." Scott said, excitedly.

"Dude, same. Or at least I love the concept of it." Quill said, remembering the sing-a-longs that he used to have with his mother when he was a kid.

She walks over to a picture wall and sees a photo of a plane with the numbers 'AF 76 119' on it.

'The plane must be either Carol's or Maria's, then.' Maria Hill thought. 'Especially if her attention was so quickly drawn by it.'

A man walks up behind her and asks what he can get her.

Carol asks where the photo was taken, to which he responds, was at an airport. Carol then asks what Pegasus is.

Fury tells her that it's classified like the file he started on her.

"How the hell did you know where she would go?" Tony asked.

"Do you really need to ask that question, Stark?" Fury asked.

"No I guess I don't." Tony replied. "You spy types have your ways, I should know that by now."

Fury notes her change in clothes and says grunge is a good look on her.

"Thank you." Carol said, mildly sarcastically.

Carol asks if he's had a rough day.

Fury says it was cool and mentions the invasion, car chase and the alien autopsy.

"Seems like a typical day for you now." Carol says, smirking.

Carol asks about the Skrull autopsy.

Fury says he was never one to believe in aliens but he can't un-see that.

"You didn't believe in aliens before?" Coulson asks. "For some reason I find that hard to believe."

"I mean... I don't think most of us humans did until we saw one for the first time. I think that we wanted to believe that there was other life out there than just us but at the same time we were very adverse and closed off to that idea." Bruce said.

Carol goes to ask a question, prefacing it by saying that it might be awkward.

Fury assumes she thinks he's a Skrull.

Carol says they can't be too careful.

"No you cannot." Fury agreed.

"I've heard that being on edge all the time can lead to paranoia." Natasha said.

"I am not paranoid." Fury said.

Fury tells Carol that she's looking at 100% red blooded Earth man.

Carol asks for proof.

Fury asks if she means a cheek swab or urine sample.

"Something tells me she doesn't mean that." Clint said.

Carol says the the DNA would match.

"They can replicate any living thing down to it's DNA!?" Shuri asked. "That is insane."

Fury asks if she wants his AOL password.

"What's AOL?" The teenagers asked.

"Peter... stop making me feel old." May said.

"It's a company that provides internet services." Strange answered.

Carol says Skrulls can only sim recent memories of their host bodies.

"Mem- memories- you said they know people's memories?" Sam asked.

"Only the recent ones." Carol repeated.

"But how recent is recent?" Bucky asked. "Like days, weeks... months?"

Fury notes that she wants to get personal.

Carol asks where he was born.

Fury says it was in Huntsville, Alabama but he doesn't technically remember that.

"Sometimes I wish i could retain memories from when I was a baby... other times... not so much." Ned said.

Carol asks what the name of his first pet was.

Fury says it was Mr. Snuffers.

"You had a pet named Mr. Snuffers?" Clint asked, barely holding back his giggles. He was reveling in the chance to know more information about his boss. The funnier the better.

Carol asks what his first job was.

Fury says he became a soldier straight out of high school and he left the ranks a colonel.

"That's not particularly surprising." Natasha said. "In fact it's actually what I pictured you doing."

Carol asks what he did next.

Fury says he became a spy, when Carol asks where, he says it was the Cold War and they were everywhere including Belfast, Bucharest, Belgrade and Budapest.

"Nice alliteration you got there." Tony said. "I'm a little partial to it myself."

Fury says he likes the B's because he can make them rhyme.

"Nice." Clint said.

Carol asks what he does now.

Fury says he's been riding a desk trying to figure out future threats and says it never occurred to him that they'd come from above.

"I recent years and these films we're being shown are any testament to that, I'd bet we may have more threats from above in the coming years." Fury said.

Carol tells him to name a detail so bizarre that a Skrull couldn't fabricate it.

Fury says he can't eat toast unless it's cut diagonally.

"What?" Maria asked. "Is that true?"

Carol smirks, Fury realizes that she didn't need that information. Carol says she didn't but she did enjoy it.

"Haha, you got played." Clint said, now not even bothering to hide his laughter.

Fury tells her to prove she isn't a Skrull. Carol uses her powers to blast something.

"Yeah that works... don't think Skrulls could replicate that." Rhodey said.

Fury asks how that's supposed to prove she isn't one.

Carol says it was a photon blast and Skrulls can't do that then says that a colonel turned spy turned SHIELD agent must have high clearance and asks where Pegasus is.

"I don't know how to feel about where this is going." Happy said.

Fury and Carol are in a car. Fury summarizes that the Skrulls sim alien races to infiltrate and take over planets and Carol is Kree which is a warrior race.

"Well... sort of." Carol said, referring to the part about her.

Carol corrects him and says the Kree are a race of noble warrior heroes.

"Heroes, they call themselves." Carol scoffed, under her breath. "Not after all that they've done."

Fury asks what the Skrulls want with Dr. Lawson.

Carol says the Skrulls believe that she developed a lightspeed engine at Pegasus.

"Which... is true." Peggy said. "Based off of what we've all seen from your head."

Fury says that's not the craziest thing he's heard all day.

Carol says it's still early.

"Plenty of opportunity for more craziness to ensue." Natasha said.

"Trust me. It will." Fury said.

Fury asks her what she wants.

Carol says she wants to stop the Skrulls before they become unstoppable.

"That's a scary thought, a race of shapeshifting alien infiltrators that no one can prevent from doing what they're doing." Quill said.

Fury asks what else and says war is a universal language and he knows a rogue soldier when he sees one and notes that she has a personal stake in it.

"I wasn't rogue... at least not at that point. I was just, slightly disobeying orders from Yon-Rogg." Carol said.

"Hmm, but you were thinking about it." Fury said. "And there was personal involvement, even if you didn't want to recognize it."

Fury pulls up outside a gate. A guard, over a speaker, tell him that it's government property and he needs to turn the car around. Fury holds up his ID and places his thumb on a scanner.

"I don't know why, but I feel like something's gonna happen." Clint said.

Carol comments on Fury's three names.

"I've wondered about that as well." Thor said.

"Yeah, people on Earth, in some countries have a first name, a middle name and a surname." Coulson said.

"But like... why? I never understood the purpose of a middle name." Peter said.

Fury says everyone calls him Fury, not Nickolas or Joseph just Fury.

"Well... most people call you Fury." Carol said, smirking.

Carol asks what his mom calls him.

Fury says she calls him Fury.

"Your mom calls you Fury?" Tony asked.

Carol asks what he calls his mom.

Fury says she calls her Fury.

"Wouldn't that get confusing?" Steve asked.

"No." Fury answered.

Carol asks what his kids call him.

Fury says if he had kids they'd call him Fury.

"I'm not surprised." Natasha said. "Seems very... on brand for you."

The gates opens and he drives toward the facility. 'Project Pegasus: Joint NASA USAF Facility' appears on the screen. They get out of the car and Fury tells Carol that she looks like someone's disaffected niece.

"She kinda does, but like... in a way that makes sense for her." MJ said.

Fury passes her a cap with the SHIELD logo on it and tells her to wear it.

Carol asks if announcing their identity on clothing helps with the covert part of his job.

"You know... she kinda has a point." Clint said. "Why do we do that?"

Fury mentions the outfit she was wearing when she came to Earth, then tells her to take the flannel off.

"That's fair." Carol said. "-ish."

Someone from security walks up behind them. Fury hands him his ID and says they're looking for Lawson.

Carol asks if they know her.

"I-I don't think they do." Scott said. "Judging by the look on his face."

The security guard hands Fury his ID and tells them to follow him.

"I guess I was wrong." Scott said.

Carol and Fury are now locked in a room.

"Or maybe you were right." Hope said.

Fury asks her if she's familiar with the phrase 'welcome wagon.' When Carol says she isn't, Fury tells her that this isn't it.

"Quite the opposite." Hank commented.

Fury tries the fingerprint scanner on the door and it doesn't work then takes something out of his coat. Carol asks if it's communicator.

Fury says it's a state of the art two way pager.

"What's a pager?" Ned asked.

"It's what we had before smartphones, kid." Fury said.

Carol asks who he's paging.

Fury says he's paging his mom and tells her not to worry because he didn't mention her.

"Sometimes it's hard to tell if your joking or being serious." Natasha said.

The words on Fury's pager read: 'detained with target, need backup.'

"What?" Quill asked.

Behind him, Carol tries the fingerprint scanner before looking to see where the records room is. Fury takes out some tape, sticks it onto to transfer a fingerprint.

"Why were you two just sitting there the whole time when she could just photon blast the door open?" Sam asked. "Or did you forget that little detail?"

"I don't want to talk about it." Fury said.

Fury uses the fingerprint scanner and opens the door. Carol says that was impressive and walks through the door.

Fury says she should see what he could do with a paperclip.

"I don't think I want to know what you can do with a paperclip." Rhodey said.

They get out of an elevator and walk through a corridor. Goose walks up to them, Fury coos at her and calls her cute.

"Never pictured you to be a cat person." Natasha said.

"I'm not." Fury said., even though all evidence stated otherwise.

"Is that the Goose, the cat that Lawson had or is it just another orange tabby?" Pepper asked.

Fury looks at the name tag on the cats collar that reads 'Goose.'

"Oh, so it is Goose. So if she is there, shouldn't Lawson be?" Steve asked.

Carol gets Fury's attention and he stops petting Goose. They find the records room and Fury goes to get his fingerprint. Carol photon blasts the door open.

"Oh, so you do it this time, but not the first time." Sam commented.

Fury is upset that Carol sat there and watched him play with tape when she could've just done that.

"I mean... you knew I could have. Should've asked." carol said.

Carol says she didn't want to steal his thunder and they enter the records room.

"This looks like it's going to take a while." Wanda said.

Carol finds two boxes marked 'Lawson.'

"Or, maybe it won't." Wanda said, contracting her earlier statement.

Goose sits at the end of the aisle while Fury and Carol rifle through boxes. Carol finds the blueprints for the engine, a stamp on it reads 'project terminated.' Fury suggests Lawson was crazy and shows Carol nonsensical letters in a journal.

"That's... odd." Vision said.

Carol recognizes it and says Lawson wasn't crazy but she was Kree.

Fury says Lawson is dead and says she crashed an asis aircraft during an unauthorized flight and a pilot died with her.

"So you've been chasing a ghost this whole time?" Natasha asked. "That sucks."

"I think there's more to it than just that." Strange said, thinking about everything they currently know about Wendy Lawson.

Fury suggests that this is why security were so unfriendly and says they're covering up a billion dollar mistake. He shows pictures of the light-speed engine and says it's toast now.

"Well, this really sucks... but at least if the engine doesn't exist anymore, the Skrulls can't get it." Quill said, attempting to look on the bright side.

Carol asks when the crash happened, to which Fury responds, was in 1989. Carol then asks who the pilot was.

Fury says most of it's redacted but there is a testimonial from Maria Rambeau and she was the last to see them alive.

"Your friend... the one from those memories." Wanda said.

"Makes me wonder if you were the pilot, the memories showed you as one, and you were close with Maria and Lawson." May said.

Carol said nothing, the would most likely figure everything out on their own so what was the point?

Fury's pager beeps and he walks off, leaving Carol flips through documents before coming across a picture of Lawson, Maria, some man and herself who was getting into a plane.

"So you were the pilot. But you're not dead, how does that work?" Ned asked.

"It's a very confusing story." Carol said.

Carol has flashes of memories. Lawson, Carol and Maria stand near a plane. Lawson says it's not about fighting wars but ending them. Carol's plane starts crashing.

"What war was she trying to stop?" Steve wondered.

Carol, communicating with Yon-Rogg via payphone, says she knows Lawson was Kree and was on Earth and died in a plane crash.

Yon-Rogg asks if she knows anything about it.

"Does he know about your relationship with Lawson or am I just reading this wrong?" MJ asked.

"He knows... something." Carol said, being purposefully vague.

Yon-Rogg says he discovered a mission report sent from Earth and there's only so much he's cleared to hell her and says Lawson was an undercover Kree operative named Mar-Vell.

"He knew her?" Clint asked, shocked. "Why didn't he say anything when you asked about her the first time?"

Yon-Rogg says she was working on a unique energy core and experimenting with tech that could help them win the war.

"The war with the Skrulls..." Rhodey said, slowly.

"Remember when I said it was confusing?" Carol asked. "It only gets worse."

The Skrull director and several agents arrive. The Skrull asks if Carol's still there.

Fury says she's cooperating with the investigation.

"You paged him!?" Everyone yelled.

"Yeah, mistake on my part." Fury acknowledged.

The Skrull says he wants to question carol alone then thanks Fury and calls him Nicholas. Fury gives him a look.

"You really hate being called anything but Fury don't you?" Tony asked, barely trying to not laugh.

Carol asks Yon-Rogg is it says anything about her.

Yon-Rogg says it doesn't and asks why it would.

"Something tells me that he knows exactly why." Bucky said.

Carol says she found evidence that she had a life on Earth and says Mar-Vell is who she sees when she visits the supreme intelligence and says she knew her as Lawson.

Yon-Rogg says that sounds like Skrull simulation.

"I'm really starting to not trust this guy." Shuri said. "He's hiding something."

"Well, he was hiding a few things." Carol said. "A few things regarding me... among various people."

Carol says it isn't and says she remembers being on Earth.

Yon-Rogg tells her to remember her training.

"Screw the training." Carol muttered under her breath.

Yon-Rogg tells her to know her enemy and not to let her emotions cloud her judgement.

"I mean... that's decent advice but I still don't trust him." Sam said.

Fury tells the Skrull that Carol is on level six and he'll get off on five and take the stairs in case she tries to run.

"Was that your plan the whole time? Bring her there to capture her?" Okoye asked.

"Of course it was." Clint said. "It's Fury."

Fury says they'll do a Princer move like they did in Havana.

The Skrull repeats the last few words Fury said. Fury glances at him. The elevator door opens and he steps out, sparing another glance at it before leaving.

"I guess they're not always great at remaining inconspicuous." Loki said, mentally noting that Director Fury was suspicious of the Skrull director.

Yon-Rogg tells Carol that they're nearing the jump point and tells her that they'll get to the bottom of this. Carol hangs up the phone.

"You have no idea how right you are." Carol said.

The Skrull exits the elevator looking around while Fury walks around the records room looking for Carol. The Skrull and some agents walk into the records room. Fury quickly hides. The Skrull and agents look for Carol.

"Oh dear." Tony said.

Carol walks down a flight of stairs. Coulson and another agent do as well and Coulson wonders why they were called in.

The other agent says all she knows is they need to take him in dead or alive.

"Are they talking about you?" Maria asked Fury.

Fury throws a film reel across the asile, making the agents run toward the noise. Fury goes to leave but the Skrull finds him and points a gun to his head and asks if it was something he said.

"Yes, actually." Fury said.

Fury grabs the Skrull's wrist, elbows him in the face, dislodges the gun, punches him then goes to shoot him only to find that there's no bullets so he throws the gun and starts punching the Skrull who eventually overpowers him and kicks him into the shelves.

"Ouch, that looks like it hurt a bit." Coulson said.

The Skrull picks up the glasses and comments on how he doesn't need them to see but they complete the look.

"Consider yourself lucky." Peter said. "I used to need to wear glasses, it sucked."

Carol blasts the Skrull away from Fury.

"Thanks for that." Fury said, a little reluctantly.

Carol and Fury escape through a hole she blasted in the ceiling. They reach the stairs where Coulson is standing with his gun pointed.

"Please tell me this is the real Coulson and not a Skrull this time." Clint said.

"It was me me." Coulson said.

Coulson lowers his gun. Another agent asks him if he has eyes on them. Coulson says they're not down there.

"Thank you." Carol said.

Carol and Fury leave and tie something around the door handles. Carol holds out her hand to ask for the communicator because Fury can't be trusted with it.

"I mean... she's got a point." Coulson said.

Fury hands over his pager and they start running. The agents break through the door and walk onto the runway. Carol points at a plane.

"Nice."

Once they're in the plane Fury asks if Carol knows how to fly it.

Carol says they'll see.

"That doesn't exactly inspire confidence." Valkyrie said.

Fury says it was a yes or no question.

Carol powers up the plan and says the answer is yes. The agents shoot at them as they fly out of the building. They hear a cat and turn to see that Goose got on the plane with them.

"Aww, she wanted to join in on the adventure." Peter said.

Goose goes to sit on Carol's lap, she moves her and Goose sits in front of Fury who starts cooing at her. Carol passes Fury the picture and asks if he sees anyone he knows.

Everyone remained silent, waiting for Carol's explanation.

Carol says she arrived on Hala almost dead with no memories and that was 6 years ago.

"Coincidence? I think not." Shuri said.

Fury realizes Carol thinks she was the pilot that went down with Lawson.

"I mean it makes sense." Maria said.

Carol says she's saying that the last person to see them alive could tell them then asks how to get to Louisiana.

"Boy is she gonna be in for a bit of a shock if you're right about you being the pilot." Hope said.

Fury says to go east and hang a right at Memphis.

Carol asks about the agent that stopped the Skrulls from finding them.

Fury says he's new and his name is Coulson and says he doesn't hate him yet.

"I don't hate you now either." Coulson said.

Carol says to give him time.

"Nice." Fury said, sarcastically.

Fury says he guesses Coulson had a feeling and says Coulson went against an order and says it's a hard thing to do.

Everyone in the room silently agreed.

Fury says it's what keeps them human.

Carol says she gets in trouble for that.

"Then maybe it's time to think about who you're really taking orders from and why you're doing it." Natasha said.

Fury says he can see that with her and mentions that she rescued the guy who sold her out to Skrulls and says he thinks its not standard Kree operating procedure.

"Well to be fair, I have no reason to believe that you knew they were Skrulls." Carol said.

Carol says she won't tell his boss if he doesn't tell hers. They laugh.

"Aww look at you two becoming friends." Clint said.

Carol's team gets a call from Ronan.

"Not him." The guardians groaned.

Ronan says the accusers completed their operation but the greater mission was a failure thanks to their team.

"Damn, that's harsh." Scott said.

"Well, it's Ronan." Gamora said, as if that explained everything. Which it actually did.

Yon-Rogg says it was a trap to lure Carol (Vers) to Torfa and kidnap her.

Ronan asks for the location and says they'll deal with the terrorist threat.

Yon-Rogg asks if they'll bomb them out of the galaxy.

"Most likely... yes." Quill said.

Yon-Rogg says they can handle it.

Ronan says a cell of Skrulls anywhere is a threat to Kree everywhere.

"Just Kree... sounds a little suspicious to me." Valkyrie said.

Ronan asks where the Skrulls are. Before Korath can answer, Yon-Rogg says they're lost for now but they can find them.

Ronan tells them to do so or he and his team will.

Yon-Rogg tells Korath to keep the course for Earth.