The Kree are about to shoot Fury and Maria before Carol tackles them both. Fury asks if she knows she's glowing and takes off Goose's muzzle.

"I'm pretty sure she knows, yeah." Maria (Hill) Stage whispered.

Carol says she'll explain later. She opens the lunchbox and says to take the Tesseract and leave the lunchbox.

Fury asks if she means him, and Carol confirms. Fury says he's not touching it.

"If only you stayed hesitant to touch it." Steve sighed, not forgetting the business with the weapons.

Carol asks if he wants an oven mitt.

Goose opens her mouth and tentacles emerge from it. She eats the Tesseract. Fury drops her.

"What the hell!?" Ned shouted.

"Those weren't there before." Mantis said, shocked.

"Uh-uh that cat has tentacles!" Sam yelled. "That is not- no!."

"Flerkin." Carol corrected.

"How are you gonna... you know... get it back?" Bucky asked, not entirely sure if he wanted to know the answer to that question or not.

Carol tells them to get the Skrulls and Goose on the jet and leave.

Maria asks Carol what about herself.

Carol says she'll buy them time.

Fury tells Goose that he's picking her up now and he lifts her and says he's trusting her not to eat him.

"Oh so now you're hesitant. You had no problem holding her, petting her, and cooing at her before." Natasha teased.

"That's because I didn't know she had tentacles and the ability to eat an Infinity Stone." Fury said.

"But you didn't know it was an infinity stone until very recently." Strange pointed out.

"Okay fine. A powerful energy core." Fury corrected himself.

The Starforce team walks into a room, Carol is waiting for them, she suggests they arm wrestle for the Tesseract.

"Solid idea, whoever wins gets the Tesseract, whoever loses goes back to Hala and never bothers the Skrulls again." MJ said.

"Seems like a fair deal to me." Shuri agreed.

Yon-Rogg says he used to find her amusing.

"But now that no longer stands because I'm no longer on your side..." Carol finished. nice double standard you've got there."

Yon-Rogg says they should put an end to this. Everyone readies their weapons. Carol uses her energy to punch through the bridge, them to fall.

Fury and Maria run through the halls, Maria shoots at some Kree but the weapon dies.

"Oh well that's convenient." Tony said, sarcastically.

Goose uses her tentacles to through the Kree around a bit before swallowing them.

"I guess even space cats like to play with their food." Ned said, eyes wide.

Bron-Char gets up, Carol alight with energy, punches him, and blasts two more Kree. Minn-Erva shoots her into the wall. Carol blasts her. Korath charges after her with a sword, Carol takes it, breaks it and kicks him away.

"Nice."

Minn-Erva tries to shoot Carol close range, Carol takes the gun and throws it into a wall.

"See, what did you think would happen?" Sam asked.

Minn-Erva picks up her gun again. Carol realizes that she knew the whole time and asks if that's why they never hung out.

Minn-Erva says it was because she never liked Carol.

"Fair enough. Fair enough." Carol said nodding her head in agreement.

Minn-Erva shoots her, but only a nerf dart comes out, she realizes she grabbed the wrong gun.

"It's nerf or nothin' baby." Peter said. A moment of silence passed. "That probably would've been cooler if I had sunglasses."

Carol blasts her into the wall. Bron-Char hits carol with the arcade game and shouts.

"He reminds me of a younger you." Loki said to Thor. "Well... not much younger... maybe a few years."

Carol blasts away. At-Lass tackles Carol, making her drop the lunchbox.

"Oh no. Not the lunchbox that has nothing in it." Ned said, sarcastically. "Oh, well I guess the others don't know that though."

Some Kree find Maria and Fury in the hall.

At-Lass holds a gun to Carol's head and asks her not to make him do it.

"No one's forcing you to do anything." Steve said. "You could walk away if you wanted to."

"But he won't." Natasha said.

Carol uses her energy to fly up and get At-Lass off of her.

In the hall, Fury holds up Goose expecting her to eat them, but she doesn't.

"Maybe she's full." Wanda suggested.

Goose hops to the floor and rubs against one of the Kree. Fury tells her to pick a side.

"Little traitor." Carol whispered into Goose's ear.

The Kree picks Goose up and tells the other one to take Fury and Maria to the hangar too and they'll blast them all into space.

"So... an execution?" Peggy asked. "Seems like an execution to me."

Talos tells Fury to play it cool just like Havana and asks Fury if he has the thing.

"Oh good, he's just Talos." Maria said, relieved.

Fury says the Flerkin kitty ate it.

"Yeah but you could get it back... just gotta wait." Carol said.

"What's gonna happen to those Kree she ate?" Hope asked.

"Ummm."

Yon-Rogg uses his gauntlets to lift the metal off of himself and lift Carol too. He punches her in the head, knocking her into something. The force activates it.

"That doesn't seem good." Bucky said.

The Kree lead everyone to a hangar. Talos tells Fury to follow his lead and tells Soren to cover the childs eyes.

Everyone wondered what Talos was going to do.

Talos shoots the kree and tells everyone to get onto the ship.

Yon-Rogg throws metal at Carol and eventually forces her against the wall, Carol uses her energy to shove it off. The lunchbox falls and opens, revealing that the Tesseract is no longer in it.

"Well shit." Ned said.

Yon-Rogg sarcastically compliments her diversion.

"And now you get nothing. No Tesseract for you." Tony said.

Carol says she swore she put it in there.

"Well, you did... and then took it out." Maria said.

Yon-Rogg throws some more metal at Carol, who dodges then starts chasing him through the ship.

"If he's trying to get the Tesseract still, I wish him the best of luck." Valkyrie said, hoping he did try to get it and Goose would swallow him.

Bron-Char whacks Carol in the face. She and At-Lass start fighting as the ship powers up.

Talos drops his disguise, the ship doors start closing but Yon-Rogg manages to shoot Talos in the shoulder.

"That was a pointless shot. It's not like he can stop the ship from leaving and the Skrulls from getting safe." Sam spoke.

"That was purely an 'I hate you.' shot and it was so petty." Peter agreed.

Carol kicks At-Lass into the spinning blue engine(?) and continues fighting Bron-Char.

The Kree shoot at the ship, Maria activates her ships guns, blows up the Kree ship and leaves.

Everyone felt relief at the fact that the Skrulls were, hopefully, somewhat safe now... as long as the Kree don't follow them back to Earth- which they probably would if/when they could because they seem to love hunting them and seeking them out for merely existing.

Yon-Rogg comms Minn-Erva to tell her to take Maria's ship out with the drop ship.

"Of course they have another ship available." Ned sighed.

Fury asks Talos if he's alright.

Talos says he's never been better.

"Ha. Me when I lie." Peter said. "No but in all seriousness... he's not looking so good."

Maria notices that Minn-Erva is following them.

Talos hops into a shuttle, Carol lays on top of it tries to punch it but Yon-Rogg drops the ship into space, Carol hangs on and activates her suits mask/hemlet.

"Cool, you can breathe in space." Ned said, awed.

"I can breathe in most atmospheres." Carol explained.

Minn-Erva starts shooting at Maria's ship. Carol tries to break the window on Yon-Rogg's ship but he uses his gauntlet to get her off.

"Wait how could he do that? there was a barrier between you." Quill asked.

Carol starts falling to the ground.

"Girl, you better figure out if you can fly or not real quick because..." Rhodey started, the rest of what he was going to say was heavily implied.

Carol relaxes and opens glowing eyes.

Minn-Erva and Maria are still shooting at each other, Maria makes a sharp turn and flies up. Now facing Minn-Erva head on, she shoots the ship and destroys it. She and Fury fist bump.

"She is one really good pilot."Clint said. "That was a really clever move."

Yon-Rogg starts shooting at Maria.

"Asshole."

Carol comes out of no where and punches the ship.

"SO you can fly. Good." Rhodey said.

"That kinda scared me, not gonna lie." Quill said.

Fury looks out of the plane's window and asks Maria what that was.

"Just lil old me." Carol said, feeling slightly smug.

Yon-Rogg's ship crashes.

"Whoo!" MJ cheered. "Sorry. he could be seriously injured that's not funny. I meant oh...no." She continued, clearly not meaning a single word.

More Kree ships enter jump points to get to Earth, including Ronan's.

"Oh shit.. oh shit!" Scott said. "That- that's not good."

Ronan says to deploy the ballistic warheads. The ships send giant bombs toward Earth.

"So... you think that the Skrulls have invaded Earth. Okay we've got that down. So you're solution is to bomb the planet!?" Bucky asked. "How the hell does that make sense?"

Yon-Rogg gets out of his wrecked ship.

"Oh how the tables have turned." Carol spoke.

Carol stops one of the bombs and eventually pushes it into the others, causing all of the bombs to explode before hitting the ground.

"Well I guess that solves that problem." Maria said.

Ronan notices that the bombs were blown and says that it's impossible because Earth doesn't have a defense system strong enough to destroy the warheads.

"You knowingly bombed a defenseless planet." Shuri sighed. "Good greif."

Carol flies out of the atmosphere as Ronan's right had realizes that it wasn't a defense system. The ships send out smaller shuttles to take Carol down.

"You just saw what she did to your bombs do you really believe that shuttles will stop her?" Gamora asked.

"Clearly he didn't think this through." Carol responded.

Carol flies toward the ships, destroying some shuttles as she passes, and flies through a larger Kree ship, destroying it too and stopping in front of Ronan's.

"See..." Carol said. "Clearly he didn't think his attack through."

Ronan tells his right hand to return them to the jump point.

"Wait, you just let him go? Why didn't you kill him? It sure would have saved Xandar a whole lotta trouble." Rocket asked.

"I mean... he's got a bit of a point." Gamora said slowly. "He may or may not have left the Skrulls alone after that but he's still someone that shouldn't be allowed to roam free. Let alone be a semi-leader of a planet."

"Yeah." Carol hesitantly agreed. "Sorry..." She said, awkwardly.

Ronan says they'll be back for the weapon. His right hand asks if he means the core. Ronan says he means Carol.

"I-uh- what!?" Carol asked. "No... no you won't. Also I'm not a weapon, I'm a person."

Carol flies back down to Earth and lands in front of Yon-Rogg who points his weapon at her. Yon-Rogg eventually lowers his weapons and tells Carol he's proud of her.

"Huh?" Pepper asked.

"Yeah what? What is doing on here?" Coulson asked, also confused.

Yon-Rogg says she's come a long way since he found her by the lake.

"Does he think this is gonna win you back to his side or...?" Hope asked.

"I- I think that's what he thought." Carol answered.

Yon-Rogg asks her if she can keep her emotions in check long enough to take him on.

"I could. But, could you do the same?" Carol asked. "Because I don't believe you can."

Yon-Rogg asks if her emotions will get the best of her as always. He says he always told her that she'd be ready when she can knock him down as herself.

"And I am myself with my abilities... not when they're being hidden from me." Carol said. "But Yon-Rogg wanted a 'fair' fight and my abilities made it 'unfair'. I think he just didn't like losing to a woman every time we sparred."

Yon-Rogg says this is that moment and tells her to turn off the light show and prove she can beat him without it.

"I don't know... it seems kind of weird that he's still stuck on that after everything that just happened." Ned said. "Maybe that's just me though."

Carol blasts him in the face, sending him yards away. She walks over to where he's lying against a rock and says she doesn't have anything to prove to him.

"Damn right you don't." MJ said.

Carol thought back to that moment. She'd never felt more free. For a while she never realized she only had to prove herself to herself. Before she'd just done things just to stick it to everyone who ever told her that she couldn't, but validation feels better when it comes from within.

Carol drags Yon-Rogg back to his ship.

"This gives me the same vibes as when a mom has to drag their child back home from the park but the child doesn't want to leave so they're just screaming and crying the whole way home." Peter said. "You guys know what I mean?"

Carol puts in the coordinates for Hala. Yon-Rogg says he can't go back empty handed.

"Well that's just too bad then isn't it?" Fury said.

Carol says he won't be empty handed because she's sending him with a message. She says to tell the Supreme Intelligence that she's coming to end it.

"Good. That whole system just seems..." Pepper started but struggled to find the right word to describe it.

"Creepy." Rhodey suggested.

"Invasive." Carol added.

"Atrocious." Pepper settled on.

Carol powers up his engine and sends him on his way. Fury holds up Goose and talks to her. Goose claws at his eye. Maria askes if he's okay. Fury says it's just a scratch. Talos shakes his head.

"Haha! Yes." Carol laughed, hoping the film would actually show this because she didn't get to see it happen.

Tony slowly started smiling, Clint joined him, as did Natasha. Fury tried to silently shut them up.

"Don't tell me that's how you lost your eye." Tony laughed.

"You always made it seem like it was some epic story... and you got it scratched by a cat?" Natasha asked, barely hiding her own laughter.

"Flerkin." Fury corrected.

"If it walks like a duck and talks like a duck, it's a cat." Clint said.

Everyone is at Maria's house. Monica and the Skrull child are playing uno.

"Damn. Ending a friendship before it even starts. Bold move, Monica." Peter sighed.

The rest of the group is at the table, talking about the fight. Fury compliments Maria's flying and offers her a job with SHIELD.

Maria says she'll consider if she never calls her flying 'nifty' again.

"I hope she took it. She is a damn good pilot." Carol said.

Maria asks how his eye is.

Fury says it's getting better every second.

"Is that why you still can't see out of it?" Tony asked.

Carol asks Talos if he was Soh-Larr and the SHIELD agent. Fury says Talos tied his boss up and stole his identity. Talos says he borrowed his likeness and that he's not a theif.

"Identity theft is defined as 'the fraudulent acquisition and use of a person's private identifying information, usually for financial gain.' So, I mean yeah, I'd say Talos is right. Identity thieving involves a lot more than just looking exactly like someone. He's have to actually say that he was/is 'John Smith' in order to be 'John Smith'. And don't get me started on the legal side of it and all of the documents you'd need to have access to." Peter said.

Soren says it's a little like stealing.

"Yes. The stealing of someone's outward appearance." MJ said.

Talos asks her who's side she's on.

Fury says they can stay until they recover but they're gonna need a new look.

"He's gonna turn into you. I'm calling it. Right now." Tony said.

Talos says he could go back to being Fury's boss and that he loves sporting his beautiful blue eyes.

"Damn. I was really hoping he'd turn into you." Tony said, sadly. He really just wanted to see Fury's reaction to it all honestly.

Monica tells the Skrull that they have the best eyes and not to change them.

"They do have really cool eyes." Carol agreed.

Carol volunteers to help the Skrulls find a new home and says she'll finish what Mar-Vell started.

"That's good. They deserve it." Sam said.

"I had to repay them... for what the Kree caused." Carol explained.

Monica says the Skrulls can stay with them and asks Maria if it's okay.

"She reminds me of you." T'Challa said to Shuri.

Maria says they won't be safe there and that they need their own home.

"I hate to say it, but she's right. Ronan and the rest of the Kree know where they are and they're not just gonna stop." Gamora said.

Carol tells Monica that she'll be back before she knows it.

Monica suggests she meet Carol halfway.

Fury says she can do that if she learns to glow like Carol.

Monica says she could build a spaceship.

"Maybe she'll do both." Vision said.

Carol and Fury are washing dishes.

"Damn, she's got the guests doing the dishes. That's hilarious." Sam said, chuckling.

Carol tells Fury to keep the Tesseract on Earth, hidden.

"About that." Fury said. Carol let out a long-suffering sigh.

Fury asks if she's sure that's what Marvel would want.

Carol says it's Mar-Vell.

Fury says that's what he said.

"No it isn't. You said Marvel. You put the emphasis in the wrong place." Natasha said.

Carol tells him that it's two words 'Mar' and 'Vell'.

Fury repeats it and says Marvel sounds better.

"Well it is slightly faster to say." Peter said.

He compares it to the Marvelettes and starts singing Mr. Postman.

"Oh my god! Fury singing. This really is my lucky day." Tony said, happily.

Fury stops and asks if it's ringing any bells.

Carol tells him to continue and it might come back to her.

They continue the dishes and Carol hands Fury his pager.

"You decided he could finally be trusted with it?" Maria asked.

"Sort of." Carol said.

Carol says she upgraded it and the range is a couple of galaxies.

Fury tries to grab it, Carol holds it back. Fury asks if she thinks he's going to prank call him.

"I wouldn't put it past you, surprisingly." Carol said.

Carol says it's only for emergencies and hands it to him.

Fury tells Carol to give a brother a shout if she's passing through the galaxy. They fist bump.

"Well isn't that nice." Natasha commented.

Outside, Monica hands Carol her jacket and tells her that they got the ketchup stain off.

"Yay!" Ned cheered.

Carol puts the jacket on and thanks her. Carol looks up at Maria and tells her that it's hard for her to say goodbye too.

"Especially since I literally just got back." Carol said, sadly.

Carol and Maria hug for a moment before Carol leaves. Maria and Monica watch her fly off. Carol reaches the ship with the Skrulls. She looks down at Earth berifly before her and the ship take off.

"I hope you find them a good safe home. They deserve it." Rhodey said.

Fury is at his desk, with an eyepatch on. Coulson comes in, hands him a case and says he's glad to have Fury back. Inside the case are various glass eyes.

"You didn't take one?" Clint asked.

"Well he looks more intimidating with the patch, it makes sense that he'd keep it." Tony said.

Coulson asks if it's true that the Kree burned his eye out because of his refusal to give up the Tesseract.

"That's the story that they're spreading?" Carol asked. "That's hilarious."

Fury says he won't confirm or deny the facts of that story.

"Well if you called them facts, isn't that pretty much confirming it. Because if it's a fact than it must be true." Ned said.

Coulson says they still haven't found the tesseract.

"Oh it will turn up." Fury said, remembering all of the drama with the Tesseract. Project Pegasus, Loki, New York, Thanos. "It definitely will."

Fury says he's sure it'll turn up and looks at Goose.

"Aww, you kept her. That is so cute." Valkyrie said.

Coulson says he'll let Fury know when it does.

Fury asks what then and says that they have no idea what other intergalactic threats are out there.

"This must be the reason why you were so adamant about phase 2." Maria noted.

Fury says their one-woman security force has prior commitments on the other side of the universe and that SHIELD alone can't protect them.

"This is where we come in, I'm guessing?" Steve asked, referring to himself and the other Avengers.

Fury says they need to find more.

Coulson asks if he means more weapons.

Fury says he means more heroes.

Coulson asks if he thinks he can find others like Carol.

"I mean... clearly he did." Carol said looking around at everyone in the room.

"That he did." Coulson agreed with a sigh.

Fury says they found Carol and they weren't even looking.

"And before her there was Captain America, I was decently sure that there were more people like them on Earth." Fury said.

Coulson tells Fury to get some rest because he has a big decision to make.

"That you obviously never made." Offscreen Coulson continued.

Fury closes the case and looks through Carol's file. He looks at a photo of her next to a plane that reads 'Capt. Carol "Avenger" Danvers.' Fury renames his plan 'The Avengers Initiative.'

"Oh, so that's where you got the name from. It seemed familiar but I couldn't put my finger on it." Carol said.

Fury's pager is beeping. Natasha and Steve look at the population numbers dropping. Steve says it's a nightmare.

"Worse than a nightmare, Steve." Natasha said. "This is... real. You don't usually think about things like this happening. I mean why would we, right? But it happened and we couldn't stop it and it's real."

Natasha says she's had better nightmares.

Rhodey comes in and says the pager stopped doing what it was doing.

They all walk into the room. Bruce says it stopped sending the signal it was sending.

Carol started worrying. Does that mean she never got the signal and isn't coming to Earth to help with the absolute disaster that Thanos caused.

Steve says they bypassed the battery.

Rhodey says it's still plugged in but it just stopped.

Carol sighed in relief, that means she must've gotten Fury's message. Thank the Gods.

Steve says to send the signal again. Bruce says they don't even know what it is.

"It's a pager..." Carol said.

"Yeah... with a bunch of your Kree modifications." Bruce said.

Natasha says that Fury did and asks him to send it again and tell her when he gets a signal because she wants to know who's on the other end of the pager.

"Well now you do. Nice to meet you." Carol said.

"Yeah... likewise." Natasha responded.

Natasha turns around only to find Carol standing there. Carol asks where Fury is.

Everyone was silent. Everyone knew where Fury was, they watched him disappear into thin air with trillions of others.

Goose is sitting on Fury's desk, she pukes up the Tesseract.