Carol finds Maria in a garage of some sort working on something. Monica is sitting in a nearby plane, while Fury lurks behind them. Carol says she's looking for a Maria Rambeau. Monica gets out of the plane, recognizing Carol as her 'Auntie Carol.'

"Wait, Auntie? You guys must have been close for you to have that title." Sam commented.

"Yeah, we were uh... good friends." Carol said, almost absentmindedly as she nearly lost herself in memories of her, Maria and Monica.

Monica rushes to hug carol, saying that she knew Carol would be alive when everyone was saying she was dead.

Carol says that she's not who they think she is.

"Even I'm not really who I thought I was." Carol said, an almost bitter edge to her voice. It was hard, at fist, accepting the fact that there were parts of her life she'd never fully get back, parts she missed that she spent nights wishing she didn't. But the longing had run it's courcse, and finding things to fill the time helped immensely.

"Well... you still are... or can be at least, but it's different now. A lot has happened since you last saw them. A lot has changed." Bucky said, feeling he could relate to that sentiment, even a little. It's not the same but the feeling of not knowing who you really are in a sea of people who remember a different version of you was something he could relate to. "A lot will never be the same again." He added quietly.

The group of them are in Maria's kitchen after Carol has finished with her story. Maria says it's the craziest shit she's ever heard.

"I-I can imagine. Before 2012, if someone told me aliens and magic rocks and all this other mystical stuff existed, I would have asked if they'd been doing... well certain illegal drugs in the desert." Tony said.

Monica doesn't believe that there's such a thing as green transforming aliens.

"That's weird, you'd think the kid would be the easiest to convince that aliens are real." Scott said.

Fury tells Monica that she's absolutely right and says that if there were, they'd want to keep it to themselves.

"Subtle." Carol said, sarcastically.

"Always." Fury agreed.

Carol places her hand on the kettle and uses her powers to heat it up and boil the water.

"I bet you can make tea so fast with those powers." Ned said.

Fury says Carol can do a lot more than make tea with her hands.

"That sounded oddly suggestive." Peggy said.

Monica askes Carol to show them.

Carol tells her she'll do it later.

Monica says she kept all of Carol's things and then rushes to grab it.

"It's cute... how excited she is to see you again." Clint said. It was a nice thing about kids, they live in the moment. They don't really care how long you've been away, only that you're back.

Carol suggests Fury help Monica so he does.

"Not very many people can get away with telling Nick Fury what to do. I'm impressed." Maria said.

Carol sits across from Maria at the table. Maria asks if she doesn't remember anything.

Carol says she sees flashes and little moments but she can't tell what's real.

"It's been getting better but-" Carol started.

"It's hard sometimes." Clint added.

"Half the time I don't even know why I do the things I do, it's an instinct that I didn't put there." Bucky said.

"Like acting on someone else's autopilot." Carol said.

Carol says if she could piece together what happened that morning it might all make sense."

"Or it'll get more confusing... depending." Gamora said.

Maria says Carol woke her up at dawn by banging on her door as per usual.

"Worst. Roommate. Ever." Shuri said, in her best impression of Comic Book Guy.

Maria says they had to get up so early back then and the air force still wasn't letting women fly combat so testing Lawson's planes was they only shot they had at doing something that really mattered.

"Applause for the Patriarchy." MJ said, voice laced with scorn.

Maria says Carol wanted to race to the base in her old Mustang and she wasn't going to argue because she knew her Camaro would dominate.

"So who won the race?" Clint asked. After taking notice to the odd looks he was given he added "What? I'm invested."

Maria says Carol cheated and took a shortcut.

Carol asked when taking a shortcut became cheating.

"It's not." Loki said. "It's simply an easier, and faster way of completing a task. It's not your fault if someone else didn't come to the same conclusion."

"Exactly." Valkyrie, Carol, Rocket and Natasha agreed.

Maria says it violates the predetermined rules of engagement.

"I guess in this case, yeah... that would be cheating." Valkyrie said.

Carol says she defiantly doesn't remember those. They laugh briefly.

"The smirk on your face says otherwise." Quill said.

Maria says that Lawson was agitated when she (Maria) got to the hangar and says Lawson said she had lives to save and was trying to take the aces up herself but Carol said that she'd fly the plane if lives were at stake.

Maria comments that it was a 'big hero moment.'

"One that cost quite a bit." Carol said. "- But I don't think I'll ever fully regret it."

Maria says it was the kind of moment they'd both been waiting for.

"The chance to do something that meant something." Peggy said. "I know the feeling well."

Maria says Wendy was unique and that's why they liked her and now Carol is saying she's from another planet. Carol says she knows this must be hard for Maria.

"Yeah, no shit." Sam said.

"It was defiantly a bit of a shock." Carol agreed.

"A bit?" Fury asked. "You told the poor woman that aliens existed and that you had been on another planet for years."

"Okay... a lot of a shock." Carol relented.

Maria asks if she means this part right now, before saying that it's not the hard part. She says the hard part was losing her best friend in a mission so secret they act like it never happened.

"That's enough to destroy a person. Your best friend dies and you're pretty much forbidden from speaking about it. Made to act like it didn't happen." Natasha spoke, uncharacteristically softly.

Maria says hard is knowing that Carol was out there somewhere too stubborn to die.

"Reminds me of someone else I know." Carol said. What Maria just said- well she could say the same could be said about herself.

Maria says Carol comes there after six years with super-charged fire hands and expects her to call her vers before asking if that's really who she is now.

Carol says she doesn't know.

"I didn't know who I was at that point. Sometimes I still don't. She's in there though." Carol said pointing at her forehead. "I'll find the rest of her."

Monica and Fury are in the other room with carol's things. Monica shows her a picture of them on Halloween where Monica is dressed as Amelia Earhart and Carol is Janice Joplin.

"10/10 on the costumes." Ned said.

She shows a picture of young Carol and explains that she didn't get along with her parents so they became her family.

"That's really sweet." Pepper said with a slight smile.

"Yeah." Carol said. Even if she scarcely remembered them for a while. She had always loved the Rambeau's.

She shows a picture of them on Christmas and says she got her favorite bunny slippers.

"Bunny slippers for the win honestly." Peter said.

"They're so underrated." Scott agreed.

She shows another picture of young Carol, one from after she graduated, her dog that she got for Christmas, her force team, one of her and Maria after training and various others.

"Who knows maybe all those photos will jog your memory." Rhodey said.

Monica remembers Carol's jacket and tells her that Maria doesn't let her wear it anymore after she spilled ketchup on it.

"Cute kid, you can tell she loves you a lot." May said.

"Yeah. It was nice to know that after all that time, she still held on to her hope that I would find my way back to them." Carol said.

Carol picks up a broken dog tag and Maria tells her that it was all that survived the crash, or so they thought.

"Or so you thought..." Carol repeated slowly. "I guess it's a miracle that I survived then."

Someone knocks at the door. Carol says not to answer it. Maria says it's just her neighbor.

"Or, in the event that the Skrulls found Carol, its a Skrull disguised as your neighbor. You can never be too careful." Coulson said.

Carol says they can change into anyone. Fury stands by with a gun in his hand while Carol answers the door. Maria's neighbor greets them. Carol asks what he wants.

Maria appears and introduces them to one another. They shake hands and Carol shocks him.

"I-I I don't, I don't think this guy's a Skrull. I feel like if he was he'd have reacted beyond that static- electricity comment."

The guy says he noticed a peculiar bird Maria has parked by the road and says he was wondering if she'd mind if he brought his boys over to look.

Carol repeats his question with suspicion and says that 'Talos is working overtime to sell this one.

"So that's his name? Talos?" Hope asked. "Good to know... but I'm not so sure this guy is a Skrull."

"Well... I guess you'll find out soon enough. When Talos reveals himself." Carol said, taking extreme care with her words.

Maria tells Tom that this isn't a good time and says she'll come by the next day and closes the door.

Talos, in the house, says they should be kinder to their neighbors because they never know when they're gonna need to borrow sugar.

"How did he get into the house?" Thor asked.

"He's crafty." Carol answered.

Talos sips his drink and tells Carol to hang on before she goes swinging her jazz hands around and makes a mess of her friends house.

"How the hell does he know what jazz hands are?" Bucky asked.

Talos says Maria has a lovely home.

"I'm sure she appreciates the compliment." Maria (Hill) said, while still remaining extremely suspicious of Talos.

Maria looks out the window and sees herself- A Skrull disguised as herself- playing with Monica outside.

"Okay that's straight up creepy and I want no part of this." Rhodey said.

Talos says no one's gonna hurt Monica.

"I find that hard to believe." Okoye said.

"Don't Worry. They didn't hurt her." Carol said.

Talos asks them not to kill him because that would complicate the situation.

"The situation was already plenty complicated." Carol said.

"You could say that again." Fury said.

"The situation was already plenty complicated." Carol repeated. Fury rolled his eye.

Fury says he's 5 seconds from complicating the wall with some ugly-ass Skrull brains.

"Wit as sharp as ever." Tony said, laughing.

Talos apologizes for simming Fury's boss and says he stands before them now as his true self without deception.

"Can we get to the 'why you're here' Kermit, please?" Quill asked.

Carol asks who's outside with Monica.

Talos says that's a fair point but he says he's sure they'd understand that he had to take precautions.

"And how is having his... associate sim Maria to play outside with Monica a precaution, pray tell?" Strange wondered.

Talos says he saw Carol crush 20 of his best men with her hands bound and says he just wants to talk.

Carol says the last time they talked she ended up hanging from her ankles.

"Mutual distrust... this is great, I feel like they're getting somewhere." Scott said.

Talos says that was before he knew who she was and what made her different from the others.

"What does that have to do with anything?" Gamora wondered.

"You'll find out soon enough." Carol answered.

Talos says he has an audio recording from Pegasus of her voice from a plane crash 6 years ago on a device he believes is called a 'black box.'

Maria says they told her it was destroyed in the crash and wonders how Talos got it.

"I guess they lied, makes you wonder what all they're trying to cover up." Rhodey said.

"Seems to be a lot of that going around." Clint said.

Talos says he has a special skill that allows him to get into places he's not supposed to be.

"That's one way of putting it. I can think of better ways, but that's one." Rocket said.

"If by special skill, he means creepy ability that allows him to turn into whatever biological life form he comes across, than yeah He has a 'special skill.'." Happy said.

Maria threatens to put her foot in a place it's not supposed to be if he calls her 'young lady' again.

Talos asks if he's supposed to guess where that is.

"I don't think you want to know where that is." Carol said, smirking.

"I mean it really could mean anywhere from head to toe. When you kick someone anywhere, you're putting your foot somewhere it isn't supposed to be." Maria Hill said.

Carol and Fury says it means his ass.

"I can think of a better place, maybe..." MJ said.

Talos says they're on edge there and says he needs Carol's help to decode some coordinates.

"Coordinates for what?" Wanda wondered.

Talos assures it will be worth her while if she listens to what he has to say.

"I mean... what harm could it do?" Ned asked.

"Depends on what you mean by harm." Carol said.

Carol says she'll listen if he calls his buddy inside. Goose rubs against Talos' leg and he freaks out.

"He- He's scared of a cat?" Sam asked. "I don't care what anyone says, that's hilarious."

"It was indeed hilarious." Carol said, purposely mimicking Odin (Loki's) words from one of the previous films they had the absolute pleasure of watching.

Carol picks Goose up and holds her up toward Talos, who flinches away. Carol asks if Goose is what he's afraid of.

Talos says Goose isn't a cat.

"What do you mean? Of course she's a cat. Has he never seen a cat before because that's exactly what a cat looks like." Tony said.

"It's also what a certain... other species looks like." Fury said.

Talos says it's a Flerken. Fury laughs in disbelief.

"What's a Flerken?" Pepper asked.

"Uhm..." Carol said. "It's..."

"Hellspawn. That's what it is." Fury said.

"Oh, they're not that bad." Carol said. "She's really cute. Look at her... wait where is Goose? Miss... Lorraine, are you able to bring Goose here?" Seconds later, Carol heard a meow from behind her. "Thank you."

Monica walks into the house, noticing Maria. The Skrull behind her drops the disguise.

"Well... now she has proof that the green aliens are real." Shuri said.

Maria sits Monica on a bench outside. Monica asks why she can't listen to the conversation too.

Maria walks back inside and puts a disk into a projector. After a moment of nothing, Carol asks what's happening.

Fury tells her that it's loading.

"There's another thing I do not miss from the 90s." Tony said.

"It was such a pain in the ass, especially when you were in a rush." Clint agreed.

The recording plays and Lawson lists a set of coordinates for Carol to punch in. Carol wonders where they're going. Lawson says they're going to her lab.

"A lab that you need to fly to?" Bruce asked.

Carol has a flashback to this moment, she's being shot at and asks Lawson who the other guys are. Lawson says they're the bad guys and tells Carol to go faster.

"Yep. Good idea." Steve said.

Carol wonders what they want. Lawson says they want her and her work and says she shouldn't have brought Carol along.

Carol flies through the atmosphere, narrowly avoiding being shot at before trying to take a shot but the other plane fires backward.

"Oh well, that's just great." Quill said, sarcastically.

Carol and Lawson's plane gets shot and they go down. Carol tries to land as smoothly as possible but they crash into an island.

Over comms Maria asks Carol if she copies.

Carol says they hit ground. Maria's question repeats.

"Well shit. Broken comms, that's not a good sign." Natasha said.

"Not at all." Carol agreed.

Carol gets out of the plane to help Lawson, taking notice of her blue blood.

"She's a Kree isn't she?" Nebula asked.

"Yeah, she- she was Kree." Carol said, sadly remembering her friend and her tragic end.

Lawson asks how her hair looks. Carol helps Lawson out of the plane. Lawson says she needs to destroy it before they get here.

"It? They? I'm confused. What is happening?" Hope asked.

Lawson asks Carol if she remembers what she said about their work and what it's for. Carol says it's to end wars.

"What kind of wars? A war of... higher form?" Steve asked. "Like interplanetary?"

Lawson says the wars are bigger than she knows and tells carol that her real name is Mar-Vell and she comes from a planet called Hala.

Carol says she would say Lawson is delusional but they got shot down by a spaceship and her blood is blue.

"Nothing really seemed too outlandish at that point." Carol said.

"No I can't imagine it would." Vision said.

Mar-Vell says she spent half her life fighting a shameful war.

"One that I spent 6 years of my own life involved in." Carol said, sadly, bitterly, dejectedly.

She tells Carol to skedaddle before she gives her more regrets and tells her to remember the coordinates because she needs to save them without her.

Carol asks who she's saving.

The majority of people in the theater echoed Carol's question.

Mar-Vell takes out a gun and says she needs to blow the engine before they find it. She goes to shoot the engine but someone shoots her first.

"No!" Someone shouted, no one knew who, but they felt similarly. Obviously the person... people? who shot Mar-Vell weren't to be trusted judging by the way she spoke about them.

Carol grabs Mar-Vell's gun, ready for more shots. Yon-Rogg walks toward her through the wreckage of the plane.

"Him!?" Everyone shouted.

"Are the Kree the they that Mar-Vell was talking about?" Peggy asked.

"I can't say I'd be too surprised if they were, based on what we've seen of the Kree so far." Howard added.

Yon-Rogg says he has no interest of hurting Carol.

"Yeah, I got that harmless vibe from you through all of the shooting you've been doing." May said, voice rising to an almost yell the longer she spoke.

Carol says the shooting gave her the wrong impression.

"You don't shoot at people you don't want to hurt?" Natasha asked, obviously joking. "What have I been doing wrong?"

Yon-Rogg asks where the energy core is.

"Energy core? Why is an energy core so important?" Drax asked.

"Have you not been paying attention?" Gamora asked.

Carol says that pararescue is on the way and tells him he has 2 minutes before he's surrounded.

Yon-Rogg says he sees no reason to prolong the conversation. He holds up his gun.

"'I don't have any interest in harming you but I will shoot if I don't get what I came for'. makes no sense." Steve said.

Carol asks if he means the energy core from the plane, them promptly shoots at it, causing a large explosion that Carol absorbs some of the energy from.

"So that's what happened to give you those abilities?" Bucky asked. "What was that energy core made of?" He asked, this time more to himself than the group at large.

Yon-Rogg looks at Carol lying on the ground, body still glowing in some places. Min-Erva notes that Carol is still moving and asks permission to fire, then notes that there is nothing left and the core has been destroyed.

"And now no one gets it. Yay." Peter said with a big fake grin on his face.

Yon-Rogg picks up a broken dog tag, the only part of her name left is 'Vers.'

"I guess that's where that name came from. The V-E-R-S from Danvers." Clint said.

Yon-Rogg realizes Carol absorbed the core's power and says she's coming with them.

"Okay so this guy Kidnapped you, took your memories , tried to train you with your powers, and got mad at you for using them, and forced you to assimilate into Kree society for six years?" Bucky asked.

"Yeah. Pretty much." Carol responded.

"What an asshole." Bucky said.

Carol walks out of the house, the rest slowly follow. Carol says Yon-Rogg lied to her and that everything she knew was a lie.

Talos says she understands now.

Carol asks what she understands.

"That Yon-Rogg was an asshole who killed my mentor- my friend and kidnapped me." Carol said. It was much easier to accept that fact now than it was then, time actually is the best tool for recovery. Who would have thought?

Talos says Yon-Rogg killed Mar-Vell because she found out she was on the wrong side of an unjust war.

"He killed her to make an example out of her?" Gamora asked. "'This is what happens if you step over this line'."

Carol says Talos' people are terrorists who kill innocents and says she saw the ruins on Torfa.

"But then the Kree do the same thing don't they? We witnessed it firsthand." Quill said.

Talos says the accusers are responsible for those ruins and says his people were refugees on Torfa, he says they were homeless since they resisted the Kree rule and they destroyed their planet.

"Sounds like something the Kree would do." Gamora said before looking over at Carol wondering how she would react to that seeing as she is Kree, or was for a while. "No offence?" She said in a more questioning tone.

"None taken." Carol said.

Talos says the handful of them that are left will be slaughtered unless Carol helps finish what Mar-Vell started.

"So what Mar-Vell was working on- she was helping the Skrulls in some way." Vision said.

Talos says the core Mar-Vell found would power a lightspeed ship capable of carrying them to safety where the Kree can't reach them.

"They just peace." Sam said.

"They wanted to get back to their families, their friends." Carol added. She was very grateful to Talos for being the one to tell her the truth.

Maria says that Lawson always told them that their work at Pegasus wasn't to fight wars but to end them.

"And now you have an opprotunity to end one." Wanda said.

Talos says Mar-Vell wanted Carol to help them find the core.

"Isn't it destroyed? Or did I miss something?" Ned asked.

Carol says she already destroyed it.

Talos says she only destroyed the engine but the core that powered it is in a remote location he says if she helps them decode the coordinates they can find it.

Carol says they'll use it to destroy them.

"Deep down, you know that isn't true." T'Challa said.

"I know... it was a lot to accept all at once." Carol said.

Talos says they just want a home and says that he and Carol lost everything at the hand of the Kree and asks if she sees it now before telling her that she isn't one of them.

Carol says he doesn't know her and he has no idea who she is.

"He knew me better than Yon-Rogg- or at least saw parts of me that Yon-Rogg and the Kree tried to wipe out I'll give him that but... I was tired of people telling me who I was- am." Carol said. "Especially when I myself had no idea who I was either- it just got confusing- frustrating. And they didn't understand it because I couldn't find the right words to explain it properly. It's a whole mess."

Carol says she doesn't even know who she is.

What Carol said hit Bucky hard. The amount of times he's wanted to scream those exact words at someone- anyone who will hear them- was more than he could count. And he wasn't one for bragging but he could count pretty high.

Maria says she is Carol Danvers the woman on the black box risking her life to do the right thing, her best friend who supported her as a mother and a pilot when no one else did. Maria says she's smart, funny and a huge pain in the ass.

Carol laughed at that.

Maria says Carol was the most powerful person she knew way before she could shoot fire from her fists. Maria asks Carol if she hears her. Carol nods silently and they hug.

"Family reunion!" Tony said.

Talos and Carol talk inside. Talos says he knows he doesn't deserve her trust and tells her that they discovered Carol's energy signature matched Mar-Vell's core.

"Well it makes sense. The engine came from the core, and I- my abilities- came from the engine." Carol said.

Talos says if only Carol knew the importance of the core to him and says he just needs her help decoding the coordinates to Mar-Vell's lab.

"You've said that a lot." Peter said.

Carol tells him that they weren't coordinates but state vectors.

Fury says they're for orbital position and velocity.

Maria says he didn't find Mar-Vell's lab on Earth because it isn't on Earth.

"Space lab?" Shuri asked, interest piqued.

Carol says that was the location on the date of the crash six years ago and if they track its course then they can find where it is in orbit currently.

"Can't have moved too far? Right?" Clint asked.

Maria says it's just basic physics.

Talos looks at his partner and asks if that was so hard to figure out and says he's a science guy.

"That's embarrassing for him." Shrui said.

Carol says Yon-Rogg will catch up to her soon so they need to get to the core before him. Fury asks if they're going to space.

"Every time you say something you have food or a drink in your hand. What gives?" Tony asks.

"Like you have room to talk, Stark." Fury said.

Carol asks in what. Norex says a few tweaks to their vessel should do it and says he can handle the modifications.

"And you should trust the guy who couldn't figure out the difference between in orbit and on the surface?" Ned asked.

A group of people work on the plane.

Carol talks to Maria, and tells her she could use a co-pilot.

Maria turns the offer down because she can't leave Monica.

"Yeah, leaving a kid alone while you leave the planet- probably not the best idea." Scott said.

Monica says she can stay with grandma and papa.

Maria says it's too dangerous.

Monica says testing aerospace tech is dangerous and she used to do that.

"Then this is more than dangerous?" Pepper asked. "Is that how that works?"

Maria says Carol's plan is to leave the atmosphere in a craft not designed for the journey and she anticipates hostile encounters with technologically superior foreign enemy.

"Okay, when you put it that way..." Carol said.

Monica says Maria has to go because she has a chance to fly the coolest mission in the history of missions and she's gonna give it up to sit on the couch and watch Fresh Prince.

"I think she's giving it up to keep you safe and make sure you don't grow up without your mom." Hope said, she had some experience in that department... it was anything but a good time.

Monica says she thinks Maria should look at what kind of example she's setting for her daughter.

"Oh, she pulled out the big guns." May said.

Carol, now suited up, sits beside Monica on the stairs. Carol tells Monica that Maria is lucky because when they were handing out kids they gave her the toughest one and calls her Lieutenant Trouble. Monica is happy she remembers the nickname.

"How could I ever forget." Carol said softly, so she didn't choke on her words.

Carol notices the jacket in Monica's hands and Monica goes to hand it to her. Carol tells her to keep it until she comes back before saying there's something she needs help with and says she can't wear Kree colors anymore.

"Probably a good idea." Maria Hill said.

Carol says Monica is the only person with a sense of style so she should help her. Carol changes the suit to blue and yellow. Monica changes it to yellow and pink, then brown and gold.

"That's actually really clever having a suit that can change colors like that. Never know when it might come in handy." Natasha said.

Monica changes it to various glowing neon colors.

"Yeah, that should help you keep a low profile." Tony said, echoing JARVIS' words to him about his own suit.

Monica changes it to white and green. Carol says they're on the same team and changes the suit to Blue, Yellow and Red like the colors on Monica's air force shirt before asking how she looks. Monica says she looks fresh and they high five.