throughout the cosmos...

...shift the moon and the sun

and the stars in the sky.

And soon, they'll wile away.

Flew out throughout the night.

Did you see it?

Get your butts inside, it's time to eat.

Prepare for take-off, Lt. Trouble.

Charming memory.

Hang on. I think I got it.

Goose likes you.

She doesn't typically

take to people.

- Early start to your morning?

- Late night, actually.

I can't sleep when there's work to do.

Sound familiar?

Flying airplanes never

feels like work.

- Wonderful view, isn't it?

- I prefer the view from up there.

You'll get there

soon enough, ace.

Wait, wait, wait, that's her.

- Get her back.

- Standby.

...sound familiar...

Wonderful view, isn't it?

- i prefer the view from up there.

- You'll get there soon enough...

What's that on her shirt?

I couldn't read it.

Wonderful view, isn't it?

- I prefer the view from up there.

- You'll get there soon enough...

Focus... Look down.

Focus.

Pegasus... Dr. Wendy Lawson.

That's her.

- Do you hear that, too?

- Now track the location.

Got it.

Now track Lawson until we

find the energy signature.

Interesting.

Hold on...

- Go back right before this.

- Okay.

Now let's see where

you're headed.

That's right. Look at the

coordinates... Focus.

That's it. That's it.

Almost there...

You're almost there. Don't fight it.

Focus! Focus!

Get her back! Get her back now.

Do we have any information

we can act on?

Just that Lawson was

somewhere on planet C-53.

We're on our way.

Then dig, dig, dig, deeper.

Lawson is our link to

that lightspeed engine.

And everything we're after.

That did something.

Try that again?

Not yet!

What did you do to me?

We're just after little information.

- What did you put in my head?

- Nothing that wasn't already there.

But those aren't my memories.

Yeah, it's like a

bad trip in there.

I'm not surprised you
can't keep it straight.

They really did a number on you.

Enough of your mindgames.

What do you want?

We're looking for the location of a Dr.

Lawson and her lightspeed engine.

I don't know any Dr. Lawson.

Then why is she in your head?

Either of you wouldn't happen to know

how these things come off, would you?

No? Fine.

Hey.

You do know why

they call it co...

Leaving so soon?

We just got to know each other.

Vers to Starforce Command.

Do you read me?

Hello?

Do you copy?

Hi. I'm Vers. Kree Starforce.

Is this C-53?

Do you understand me? Is my

universal translator working?

Yeah. I understand you.

Good. Are you in charge of

security for this district?

Sort of.... The movie

theater has its own guy.

Where can I find

communication equipment?

Thank you.

Track the pod and find the girl.

She knows more than she knows.

Hey!

This one's taken.

Come on...

Vers...

- Clarify:
CQC-39.

- GRX8-1600.

And I'm fine, thank

you for asking.

- Is everyone okay? What happened?

- Skrull ambush.

I thought we'd lost you.

- Did you find Soh-Larr?

- It wasn't Soh-Larr.

Talos simmed him. Even knew his code.

That's impossible.

That code was buried

in his unconscious.
The Skrulls messed with my mind.

The machine that they used,

I think it's how they

extracted Soh-Larr's code.

- Vers, where are you?

- I'm on Planet C-53.

The Skrulls are looking

for someone named Lawson.

Who?

She's who I see...

She's what?

Vers.

Vers, what?

She's a scientist.

They think that she's cracked

the code on lightspeed tech.

I have to get to her before they do or

else they'll be able to invade galaxies.

No. You've been

caught once already.

How far is C-53?

Closest jump point is 22 hours.

Vers, hold your position

until we get there.

Keep your comms online

so we can contact...
No. What if they get

a hold of it before...

Vers.

Vers.

Vers!

If the Skrulls got to her,

she's compromised.

She's stronger than you think.

Ever been to C-53?

Once.

It's a real shithole.

You called this in?

Beacon activated.

Excuse me, Miss.

Did you know anything

about a lady blowing a hole

through the roof of that

Blockbuster over there?

Witness says she looks

dressed for laser tag.

Yeah, I think she went that way.

Uhh, I'd like to ask

you some questions.

Maybe give you the 411 on

the late-night drive-bys.

How do we know...
you're not one of

those shapeshifters?

Congratulations, Agent Fury. You have

finally asked a relevant question.

No. Congratulations to you,

Starforce lady!

You're under arrest.

Rook!

Rook! Let's roll!

- Did you see her weapon?

- I did not.

Suspect on northbound train.

In pursuit.

"Trust me, true believer.

Trust me..."

"Trust me, true believer..."

Train's headed to

a tunnel up ahead.

Let's greet them at the station.

Agent Fury, this is Agent Coulson.

Umm..

Uh, I'm still here at the

Blockbuster, and uh...

Where'd everybody go? I

finished collecting evidence...

Official SHIELD activity.
Stay back.

Nice scuba suit.

Lighten up, honey, huh?

Gonna smile for me?

All life on Earth is carbon-based.

Not this guy.

Whatever he runs on, it's not

on the periodic table.

So you're saying he's

not from around here?

Hey, how's your eye?

Well, I'd say fine.

But it can't believe

what it's seeing.

You said...

this thing looked like Coulson?

Mmm. Talked like him, too.

And the woman said

that there were more?

The word she used

was infiltration.

- You believe her?

- Not til I saw this.

What's your plan?

I'll find the Blockbuster girl.

I got word on a motorcycle thief

that fits her description.

If she can tell us why

these lizards are here...

Maybe she can tell us how

to kick 'em to the curb.

Good.

Do it alone, though.

You can't trust anyone.

- Not even our own men.

- Yes, sir.

Wow. They're ugly

bastards, aren't they?

Yeah, well.

He's no Brad Pitt, sir.

Safe journey to the beyond, my friend.

I will finish what we started.

I wouldn't get too

close there, boss.

No one in or out.

- What can I get you?

- Where was this photograph taken?

- Airport?

- Where's Pegasus?

That's classified. Not unlike

the file I've started on you.

I see you've changed

it up a bit since then.

Grunge is a good look for you.

- Did you have a rough day, Agent Fury?

- It's cool.

You know, had a space

invasion, big car chase...

Got to watch an alien autopsy...

- Typical 9 to 5.

- So you saw one.

I was never one to

believe in aliens...

...but I can't unsee that.

This is gonna get a little

awkward, but I gotta ask...

You think I'm one of

those green things.

Can't be too careful.

You, are looking at 100%

red-blooded Earthman.

I'm afraid I'm gonna need proof.

- We talking cheek swab or urine sample?

- No. The DNA would match.

Want my AOL password?

Skrulls can only sim recent

memories of their hosts' bodies.

You wanna get personal.
- Where were you born?

- Huntsville, Alabama.

But technically I don't

remember that part.

- Name of your first pet?

- Mr. Snoofers.

- Mr. Snoofers?

- That's what I said. Do I pass?

- Not yet. First job?

- Soldier. Straight outta high school.

Left the ranks a full-bird colonel.

- Then?

- Spy.

- Where?

- It's the Cold War. We were everywhere.

Belfast, Bucharest,

Belgrade, Budapest.

I like the B's. I

can make 'em rhyme.

Now?

Been riding a desk for the

past six years trying to

figure out where our future

enemies are coming from.

Never occured to me they

would be coming from above.

Name a detail so bizarre,

a Skrull could never fabricate it.

If toast is cut

diagonally, I can't eat it.

You didn't need that, did you?

No. No, I didn't.

But I enjoyed it.

Okay. Your turn. Prove

you're not a Skrull.

And how is that suppposed to

prove to me you're not a Skrull?

That's a photon blast.

- And?

- A Skrull can't do that.

So, a full-bird colonel turned

spy turned SHIELD Agent.

Must have pretty high

security clearance.

Where's Pegasus?

Okay. The Skrulls sim alien races to

infiltrate and take over planets...

and you're a Kree.

- A race of noble warriors.

- Heroes.

Noble warrior heroes.

So, what do Skrulls want

with Dr. Lawson?

They believe that she developed

a lightspeed engine at Pegasus.

Lightspeed engine?

Gotta admit, that's not the

craziest thing I've heard today.

Well, it's still early.

And you? What do you want?

To stop the Skrulls before

they become unstoppable.

And?

Look, war is a universal language.

I know a rogue soldier

when I see one.

You got a personal

stake in this.

This is government property.

Turn your vehicle around.

Nicholas Joseph Fury.

Agent of SHIELD.

Place your thumb on the pad.

One moment.

Nicholas Joseph Fury?

You have three names?

Everybody calls me Fury.

Not Nicholas, not Joseph, not Nick.

Just Fury.

- What does your Mom call you?

- Fury.

- What do you call her?

- Fury.

- What about your kids?

- If I had them...

- they'll call me Fury.

- You're cleared for access.

Thank you.

Oh, hold up.

You look like somebody's

disaffected niece.

Put that on.

- What is it?

- It's the SHIELD logo.

Does announcing your identity on clothing

help with the covert part of your job?

Said the space soldier who

was wearing a rubber suit.

Lose the flannel.

How can I help you?

We're Agents of SHIELD.

We're looking for a

woman named Lawson.

Dr. Wendy Lawson.
Do you know her?

Follow me.

You familiar with the

phrase 'welcome wagon'?

No.

Well this ain't it.

- Is that a communicator?

- Yeah.

State-of-the-art two-way pager.

- Who are you paging?

- My Mom. Don't worry.

I didn't mention you.

DETAINED WITH TARGET. NEED BACKUP

After you.

Impressive.

You should see what I can

do with a paperclip.

Hey, how are you, huh?

Look at you. Just look at you!

Aren't you the cutest little thing?

Aren't you cute?

What's your name, huh?

What's your name? "Goose".

Cool name for a cool cat.

Fury?

I'll be back.
Hold up. Lemme get my fingerprint out.

Just let me unravel this...

You sat there, and watched me play with

tape, when all you had to do was...

I didn't want to

steal your thunder.

Lawson.

Lawson's plan for the

lightspeed engine.

I wonder why they

terminated the project.

Maybe because she's.... coo-coo.

- Kree glyphs?

- Huh?

Lawson is not coo-coo.

She's Kree.

- Well... she's dead.

- What?

She crashed an Aces aircraft during

an unauthorized test flight.

Took a pilot down with her.

That's why security

here's so friendly.

They're covering up a

billion-dollar mistake.

Oh. And your lightspeed engine?

It's toast.

- When did this crash happen?

- Six years ago. 1989.

Who was the pilot?

Most of this thing's

redacted, but...

there is a testimonial here from a Maria

Rambeau. Last person to see them alive.

Back in a few.

This isn't about fighting wars.

It's about ending them.

I know Lawson was Kree.

She was here on C-53 and

died in a plane crash.

Do you know anything about this?

I just discovered a mission

report sent from C-53.

There's only so much I'm

cleared to tell you, Vers.

But...

Lawson, was an undercover Kree

operative named Mar-Vell.

She was working on a

unique energy core...

Experimenting with tech that apparently,

could help us win the war.

She still here?

She's cooperating with

the investigation, sir.

- You men, stay here.

- Yes, sir.

I want to question her alone.

Excellent work, Nicholas.

Does it say anything about me?

Anything about you?

No, of course, not.

Why would it?

I found evidence that I...

had a life here.

On C-53?

Mar-Vell is who I see when I visit the

Supreme Intelli